Iron Buffy
by Janusi
Summary: Buffy went as one Tonya Stark and now struggles with her memories. After all, you can't really make a flying suit of armor, right?
1. Chapter 1

_I don't own Buffy the Vampire Slayer or Marvel, unfortunately._

_Thought it was time I posted this story here as well, for those who don't visit that other site._

_I actually had this idea at the same time as 'Aesir of Sunnydale' but in the end I decided to write that one. However, I got inspired after stumbling upon Pepper Potts' armor and seeing the second Iron Man movie. I just couldn't let it rest after that. I had to write this, though my main effort is still the sequel to 'Aesir of Sunnydale'._

_As for the Iron Man canon I will be using, it's a mix of the movies plus quite a bit I'll be borrowing from the comics to flesh things out. In other words, not really any kind of canon but it will look like movie-verse most of the time._

_Having said all that, I think it's time we get on with the story. Don't hesitate to let me know what you thought of it!_

**Chapter 1**

**Sunnydale High**

Buffy sighed again as the teacher droned on. The blond wasn't listening, too caught up with the mess Halloween had left her with. Ford had managed to distract her a little from it, but then that had turned out to be a whole other mess. One that ended up killing her childhood friend. 'Stupid Snyder, volunteering us first then giving us detention. Having the memories of a princess has got to be better than this!'

But because they didn't make it to the store until it was practically sold out, they hadn't had a whole lot of choices. Buffy should have smelled the rat when the shopkeeper offered a discount on those three costumes. She didn't blame Xander for his suggestion to stick the label of a female version of Tony Stark on the pantsuit, it had fit with his Captain America costume and helped to convince Willow to go as Shadowcat. Then again, a generic female mobster probably wouldn't have survived being hunted by Spike.

Things might have worked out for Halloween, the aftermath was another story. Both Xander and Willow were dealing not only with some pretty gruesome memories from their superhero persona's, but also with the simple memory of having had superpowers. Xander had thrown himself into martial arts training to try and deal with it, Willow's reaction was more scattered. Her wardrobe had gotten more trendy, her speech featured a few more "likes", and sometimes she forgot she couldn't walk through doors. Buffy had a few new nightmares too, but being the Slayer meant she'd already seen her share before that fateful night. It wasn't those memories that were the problem, though.

"Is that, like, math?" Willow wondered as she looked down at her notebook interrupting Buffy's reverie.

The Slayer looked down at what she'd doodled while her mind was elsewhere. Fighting the urge to cover it up, she shot her friend a smile. "I... I'm still decompressing from geometry," she lied. No need to burden her friend with this, she had enough on her plate already.

It earned her an understanding look from the redhead and an offer to help her with her homework which Buffy declined. The truth was, she found her science classes almost laughably easy since Halloween. And that was what was bothering Buffy. Tonya Stark was fictional and so was her knowledge, yet her mind wouldn't let go. Every time she saw a piece of technology, her mind came up with numerous ways to improve it using science from a comic.

Half her diary was already filled with scribbles and equations for devices that were complete science fiction, and she just couldn't get her brain to shut off. Buffy felt like she was slowly going insane. There had to be a way to get her brain to shut up, to get it to understand that the memories were fake and the ideas not applicable to the real world.

'Before I end up in my Mom's basement making stuff that doesn't work, vowing I'll get it right next time,' she joked bitterly and then Buffy froze as the solution came to her. 'That's it! I just have to prove it and the one way to do that is to try and make one of these inventions. It won't work, and maybe that will finally put it all to rest.'

Having finally found a solution, Buffy got down to figuring out how to do it. She was going to need a place to work, somewhere quiet where she wouldn't be interrupted as well as material to work with. But where in Sunnydale could she find all that?

**Calax Research and Development**

The place had been quickly abandoned again after Moloch's defeat and the typical Sunnydale reaction had insured nobody had come near the place since. Which meant there was a lot of equipment there as well as the tools Buffy needed to construct what she wanted.

Electricity had been a problem, until she found the back-up generator which was even now puffing away as the blond put the finishing touches on what was supposed to become a miniature arc reactor. She'd chosen that particular device because according to her memories, Tonya had managed to build one in a cave and Buffy wasn't much better equipped. Even better, it was also clearly a piece of technology that wasn't going to actually work in real life.

Buffy had only started on the reactor two days ago, and had spent more time scrounging for parts than on the actual assembly. It was worth it though, her mind had quieted down a lot since she'd begun, that alone was worth all this effort. On the downside, finding out she now knew how to use welding equipment and what was what on a circuit-board was pretty unsettling. But now the thing was almost finished, all that remained was energizing the reactor to get it going. 'And when it doesn't, my mind is finally going to be mine again.'

She was already beginning to debate how long she'd let the generator pump electricity into the reactor before shutting it off when the device before her started to glow. Her face turned into a picture-perfect representation of surprise as it was illuminated more and more by the blue-white glow of a working arc reactor. "Impossible," Buffy whispered. "It can't work," she objected.

And yet, right in front of her, that was exactly what it was doing. Her hand disconnected the device from the generator on its own, but the arc reactor simply kept humming along. 'Now don't get ahead of yourself, you might just have built some fancy capacitor,' the blond reminded herself. Still, her hand was shaking a little as she grabbed a sensor and attached it to the device. The reading she got dashed her little theory, the arc reactor was putting out more energy in a few seconds than the generator could deliver in total on a full tank.

"It's real?" Buffy marveled as she looked down at the glowing piece of actual, working technology. If this was real, if Tonya's knowledge was real then... 'The things I could do for the world, for my friends.' The vision of her friends safely encased in an Iron Man suit was dizzying. They could help her fight demons all they liked in that, nothing would be able to harm them. Hell, she'd be a lot safer in one for that matter.

Reality came back to her. Sure, she had what was quite literally the heart of the Iron Man armor but how many could she make just with what was lying around here? And what about all the other components that made up the armor? She was pretty sure the computer technology it required wasn't invented yet. So Buffy would have to create all that first. And that required expensive equipment. What it all came down to was simple; she needed money and lots of it.

The answer to that problem, however, was equally simple. Tonya Stark wasn't just an inventor, she was a businesswoman too and Buffy knew everything she'd known. Of course, this would be a little more difficult than simply setting up Stark Industries and start pumping out products. For one, Marvel would probably sue if she called her company that and for another, she was still a minor.

Luckily, this all didn't affect her first step in a meaningful way. Get some patents and sell them to a few different companies. Nothing groundbreaking, but it should get her enough to start up her own company. With a little help from her friends.

**Sunnydale High**

"What's up Buffster?" Xander asked as he took a seat on the table. "Why'd ya want to assemble the Avengers?"

"Does it have anything to do with why you're gone so much lately?" Willow chimed in. Buffy made an unhappy face at that, because it was true. Stage one had consumed more time than she'd liked, but her final deal had gone through yesterday and she now had enough money to start up what was going to be called "Summers Industries". The part of her that was Tonya just couldn't resist putting her own last name there if Stark wasn't an option.

"I am certain she will explain everything, if you give her the chance," the last person in the library opined. Her Watcher had recovered mostly from the whole mess with Eyghon. It had caused a strain on his relationship with Ms. Calendar which was the reason the teacher wasn't present for this.

"I'm going to and yes," she turned to Willow, "that's why I called this meeting." The Slayer went quiet for a moment as she tried to figure out how to begin. Somehow, the blond had overlooked that little detail. "Okay, you know I went as Tonya Stark on Halloween."

"So? Your costume returned to normal just like ours did, right?" Xander checked.

Buffy nodded. "My suitcase doesn't turn into Iron Man armor anymore," she confirmed. "But I got the same deal you did, I've got all of Tonya's memories and knowledge." She retrieved the arc reactor she'd built a few weeks ago out of her pocket and put it on the table. "And it turns out it's real, it works," she revealed to her stunned audience.

Willow eyed the device carefully, making no move towards it. "What is that?"

"It's an arc reactor, it's what powers the suit. This is just a prototype but it still puts out three gigajoules a second."

That earned her a wide-eyed look from the redhead. "Three gigawatts!" she choked out. "But that's, like, impossible! That's more energy than most nuclear power plants produce and you're like carrying this around in your jacket-pocket so its not like heavy and what's fueling this reactor because the laws of thermodynamics are like pretty clear on that and you can't like break the laws of nature just whenever you-" Willow babbled.

"Willow, breath," Buffy reminded her friend. "It works, trust me. And that's just one invention. I've got loads of them up here." The blond tapped the side of her head.

Xander finally reacted. "Did you just finish making your own Iron Man armor and you're inviting us to see the test-flight?" His voice sounded very hopeful, almost ecstatic even.

Buffy felt very bad for disappointing him, not to mention a little embarrassed, because the truth was nowhere near as impressive. "Ah, no. I spent the last two weeks filing patents and making a few business deals."

"Oh," was all Xander said looking a little uncertain.

"I can't just make armor, Xan. Tonya had a multi-billion dollar company behind her when she built her armor and a tech-base that's twenty years ahead of where we are," she ranted. "Which means I have to start from square one and do it all myself." Catching herself, she took a deep breath before going on. "But I was hoping you three would help me."

"I'm afraid I don't see how I could be a help with such an endeavor," Giles responded as he cleaned his glasses. "Technology is not my area of expertise. Also, you do still have a duty as a Slayer not to mention as a student. A project like this might consume too much of your time for little if any gain for the foreseeable future. Are you certain you want this?"

Buffy bit back her first response, reminding herself that she actually had a few immediate goals in mind. "How about a grenade that releases a cloud of holy water vapor? Or light-weight, flexible armor that you can wear under your clothes? Or a blood-clotting serum that closes any open wound in seconds? Giles, I've got all those designs rattling around my noggin but I need resources to actually make them. And to get those resources, I need money. Lots of it and that's where you come in," she told Giles.

"Me?"

"You. I want you to be the CEO of Summers Industries. The mature, trustworthy face of the company. On paper, I'll be working for you and if this takes off, the company is going to need more employees which you'll be able to boss better than little old me. For now, anyway. And no," Buffy quickly added forestalling his objections, "this week's little alcohol-fueled breakdown didn't faze my confidence in you. Tonya has got some experience with those herself so I can... sympathize," Buffy finished.

Giles looked uncomfortable after the mentioning of the Eyghon-incident. "I-I'm... flattered and all, but..." he paused for a moment and looked at her. "Are you sure?"

"Giles, I can help more people like this. Not just in Sunnydale, but across the world. And being able to buy every shoe I could ever want in the process is a nice bonus," she joked.

"Very well, I'll be your figurehead."

"Excellent, which brings me to you," she said to Willow.

"Me?" she squeaked. "What could I do? You're, like, a lot smarter than me now," she remarked with a hint of jealousy.

"But you're still my best friend," Buffy reassured her. "And this isn't a contest, you're still one of the smartest people I know."

"One of the smart- Oh, right, Giles is the other..." Willow noticed the look the librarian now gave her and her voice faltered as a blush made her face glow with embarrassment. "Shutting up now."

"And you know computers," the Slayer went on. "There's a lot to do and I was hoping you could share the workload a bit. If I don't have to do all the programming myself, I can get more done on the hardware side in a shorter amount of time."

"I don't really see what I can do, I can't type fast enough to be your secretary," Xander quipped but Buffy could see he was feeling a bit left out.

"Actually, I was hoping you would help me with the construction efforts. I can design the tech and make the components, but having someone I can count on to install the finished devices would speed everything up immensely. And later on, I was hoping you'd be up for a gig as the company's test-pilot."

That perked the boy up. "Cap was an ace-pilot, don't know how much of it stuck," he cautioned.

"Not a problem, I wasn't planning on building any airplanes," the blond revealed. "Guess pilot is the wrong word, but just calling you a, uhm, tester doesn't really capture what I want you to do. I just want you to know, all of you, that I want you involved in this every step of the way. If this goes like I hope it will, well, we'll all be rich for one and Sunnydale is going to be a lot safer."

**1630 Revello Drive**

Willow recognized the quiet humming that greeted her as she followed Buffy down the stairs into the basement. The computer she was confronted with, though, wasn't anything like she'd expected. Seeing the mess of wires, motherboards, keyboards, hard drives, and monitors displaying lines and lines of code really brought home something had fundamentally changed with her friend.

"What kind of processing power are we talking about here?"

"Nowhere near enough," Buffy responded ruefully. "I managed to do some gross modifications but I still only barely managed to get a gigahertz of processing power out of them." This time Willow managed to keep her surprise internal. "And that's not enough to run JARVIS at full capacity."

"Jarvis?"

Buffy nodded. "That's what Tonya called her AI. I'm trying to recreate it, but with this setup all we'll get is a limited intelligence with no personality and no initiative."

"Buffy, there are, like, entire teams at MIT and Stanford who are working on AI's and they're probably decades away from what you're proposing," the redhead said slowly.

"Yeah, but they're starting from scratch while I just have to copy Tonya's work. You don't need to be a genius for that, which is why I want you're input on my work. See what I'm missing."

Hearing Buffy selling herself short like that managed to rouse Willow from her befuddlement over the prospect on working on an actual, functional AI. "Buffy, you're not stupid and you're not just following instructions from your memory." She pointed at the computer rig. "You took all those components and not only made them work together but you improved them too. Sure, you got a leg up from having the knowledge of a genius but using that knowledge requires that you have intelligence. So this is the last time I want to hear you claim not to be smart when the evidence that you are is sitting right in front of us."

Her little rant earned her a small smile from Buffy. "Well, looks like you're mind is made up so no point in arguing, huh?"

Seeing that she had succeeded, Willow turned back to the computer when something else occurred to her. "How did your Mom react when you started to build this in her basement?"

"Hmmm, she hasn't said actually. I told her you got me into this, and that I'm still learning but she's been sneaking in here a lot these last few days. I think she's afraid I'm hacking into government databases or something," she joked.

Willow frowned. "You hooked this computer up to the internet?"

"I didn't, but I can't exactly tell her I'm actually building an artificial sentient in the basement. Oh well, once Giles is done purchasing the CRD complex we can move this stuff out of here. That should put Mom at ease. Now, let's get to work."

**Summers Industries**

Willow's help had sped things up even more than Buffy had expected. Her friend had picked up enough to actually start helping to write code rather than simply check Buffy's work. So now JARVIS 1.0 was ready and installed in the former CRD complex. They'd finally acquired it, complete with inventory, but right now over half of the complex was still unused.

The AI's first time booting up seemed to take forever and the Slayer found her eyes wandering to the sealed off clean-room where a pair of robotic arms were busy with the delicate work of manufacturing the first batch of Summers microprocessors. And those arms weren't the only ones busy assembling devices according to her specifications. She was going to need all of them for the tech she wanted to develop not to mention JARVIS. It was hard to predict how fast the AI's intelligence would expand because it was predicated on the interaction between its learning subroutines and outside stimuli, so it was best to have the upgrades lined up as soon as possible.

"JARVIS 1.0 online, good afternoon Ma'am," a British voice intoned through a loudspeaker. It didn't sound anything like the voice Tonya remembered though Buffy had done enough tweaking that it didn't sound like Giles anymore either, even though he had provided the original voice sample. She could have recreated the original JARVIS voice, but this AI would never be that AI and it was best to make that separation clear in her own mind.

"Good afternoon to you too Jarvis, can you give me a status-update on your systems?"

"Yes."

Buffy waited but the AI said nothing more. "That means I want an update on the status of your systems," she finally grumbled.

"Yes Ma'am. All systems are operational and functioning at nominal capacity. Currently, 64% of my processing power and 70% of my memory is in use. Progress on prototype CPU is at 28% of completion, progress on prototype repulsor is at 91% of completion, progress on-"

"You can stop there," Buffy cut the AI off. It was good to hear JARVIS had interfaced seamlessly with the arms, she'd modified them for that but she hadn't known if it worked until now. "Jarvis, be concise. I don't need to know how much computational resources you're using unless you require more to continue functioning. And I don't want to know the progress of a project unless it is complete, or there's some unexpected change with it," she explained patiently. He was like a puppy, if you wanted the AI to have good habits you had to start right away. Later on, when his judgment had developed, JARVIS would know when to step out of those boundaries. Most of the time.

"Yes, Ma'am," JARVIS acknowledged.

"Okay then, I've got a project for you. Open the file marked OS_specs. I want you to write an Operating System that will operate smoothly with the minimum specifications in the file while meeting all the criteria in it too. Got that?" That was one of the main reasons she'd focused on creating JARVIS first. Once you had an AI up and running, it relieved a lot of the programming chores.

"Accessing," JARVIS announced. "Understood, Ma'am. How much of my resources may I allocate to this task?"

"No more than fifty percent, I want you available to me and my friends when needed."

And speaking of her friends, the door slid away to reveal Willow. "Aw, I'm too late?"

"Only by a minute, sorry I didn't wait but you didn't miss much. And I really wanted to set Jarvis to work as fast possible. We do have make something to sell after all."

"What's the project?"

"An operating system for the new laptops, the current ones can't really get the best performance out of them. I'll be using it for the armor too when we're finally ready to make it. I'd like you to supervise Jarvis, correct his mistakes."

Willow frowned. "Mistakes? I didn't think he could make them."

"In the early stages, he'll make a lot," Buffy recalled from Tonya's memories. "He's a fast learner, and he doesn't make the same mistake twice but right now he does need someone to check his work. I'll lend a hand but to be honest, I want to use my time here on developing the hardware."

"Uhm, okay. I'll do it," Willow agreed. "Say, speaking of time. How are you, like, holding up? I mean, you're busy all the time. I don't think you've been to the Bronze since you told us about... well, all this."

"I'm fine," Buffy assured her friend. "Between school, slaying and this I just don't have any time left for Bronzing. But that's okay, I'm really enjoying making stuff. Going to be even more fun to actually try some of these puppies out."

"I noticed you're not mentioning Angel," Willow pointed out.

"I've seen him plenty," Buffy said defensively. Willow simply looked skeptical and hummed. "During patrolling," she added sheepishly. "It's just been very hectic lately," the Slayer supplied before the redhead could dig any further. "Now if that's everything there's some anti-vampire equipment that needs testing. Bye!" she shouted over her shoulder as she walked out of the room. The door closed before Willow could respond.

**Restfield Cemetery**

A few days later Buffy still felt a little bad for bailing on Willow like that, but there had been a development she honestly didn't want to talk about. Or think of, for that matter. It had started not long after she'd come clean with her friends. As she put Stark's ideas and skills to practice they stopped bothering the blond so much leaving her able to function. Unfortunately, this had left room for Tonya's other memories and foibles to come to the fore.

It had given her a few new nightmares, but if that was everything she wouldn't be complaining. The real problem was that Tonya Stark differed only in a few ways with the Tony Stark from the comics. Buffy knew as much because she'd gone over Xander's comic collection after she'd made the arc reactor. The big one was where and when they built their first armour. Tony had done so during the 60's in Vietnam while Tonya had done it in Afghanistan in 2006. 'Which reminds me, I need to tell the guys about Google. If Tonya's memories are right, we're just in time to get in on that.'

Besides the timing, though, the only differences were little things like a lack of facial hair and Tonya was a bit better at saying no to a glass of whiskey. The blond was grateful for that, she had no desire to end up an alcoholic.

What the Starks did have in common was that both were womanizers. And waking up from a dream of her, uh, Tonya's date with Maxim's Christmas cover models feeling exactly what Tonya had felt was... confusing for one. And for two as well. It unhappily tied in with Willow's pep talk on how she was doing more than just copying. That she was actually using Tonya Stark's know-how like it was Buffy's. Because it led to the question of what else of Tonya's was becoming Buffy's. 'I need to get laid,' Buffy lamented than paused as she ran that by her again. 'I mean date, I need to go on a real date. With Angel,' she added.

She gave the cemetery another survey through her sunglasses. The sun was down but thanks to a few modifications to the glasses Buffy could not only see the graveyard as clear as if it was day, she could tell who was a vampire too with a look. The sunglasses were mainly meant for her friends to give them an edge, but so far the Slayer was finding them pretty useful for herself as well. She'd never been great at sensing vampires, having to use clues like a dated outfit or extreme paleness to spot them. 'Which hasn't always worked,' she admitted to herself with a hint of embarrassment. 'Case in point, Angel.

But technology provided the answer as a vampire's lack of body-heat made them easily distinguishable in the infrared spectrum. Which her sunglasses were made to pick up and display in a comprehensible fashion to the user. Like now, as she was following a loner back to his nest. 'Where I can test these babies out,' she thought with a smile patting her bag. 'The Mark 1.1 Antioch. Guaranteed to smite your foes in a most holy fashion,' she quipped.

Walking up to the door to the crypt, Buffy pulled one grenade out of the bag before letting it drop to the grass. Not even bothering to look inside after she opened the door, the Slayer threw the armed Antioch inside and then closed it again. She'd set the delay for three seconds and it went off like clockwork turning the occupants' puzzled grumbles into pained yelps.

'Too bad the water loses whatever makes it holy so fast after getting vaporized,' Buffy lamented. She'd learned that after performing tests on some captured vampires. She hadn't zipped the bag up, so now her hand could easily dip in and retrieve the repulsor prototype from the bag. Like most of what she'd made so far this was just a proof of concept than a functional weapon with no way to quickly recharge it after five shots and no way to adjust the output. But she really wanted to know if this was effective against a vampire so she'd fitted a trigger and a stock and put it in the bag.

Kicking the door open, Buffy stepped into a room that was not just more humid than the outside but also a bit warmer. She spotted the grenade right away, because while it had run out of water the heating element was still going strong making the device light up on her display. The vampires on the other hand, were dark figures slightly colder than the surrounding air but heating up quickly.

'Oops, forgot I was still wearing these.' She corrected that mistake and now she could finally see the damage with her own eyes. All four of the bloodsuckers were sporting blisters on their hands, faces, and any other exposed bit of skin. The real disabling damage the vaporized holy water had done, though, was on their eyes. The vampires were stumbling around blind and in pain, only two reacting to her entrance by turning their milky-white eyes in Buffy's direction.

"I don't suppose any of you would be willing to fill-out a brief questionnaire about this experience?" She asked in a bright voice.

"Bitch, I'm going to drain you dry for this," one of them spat out.

"I'll put you down as a no, then," Buffy quipped before taking aim at the speaker and pulling the trigger on her repulsor. The Slayer grunted as the prototype kicked against her shoulder but it did more than that to the vampire. He took the blast straight to the chest catapulting him over the sarcophagi and into the wall. It didn't dust him, though.

The other three now started to move, snarling as they did, but only two had picked the right direction. Not intimidated in the least, Buffy calmly walked up to the sole girl of the group and fired the repulsor again at point-blank range. The beam of light and force tore straight through her and sent the talkative vampire who'd just gotten to his feet behind her into the wall again. The vampire with a hole in her chest didn't even have time to notice the lack of a heart before she collapsed into dust.

Not pausing, Buffy aimed for the other vampire that had gotten the right direction and dusted him just as easily. She took a different approach with the vamp who was only now finding out where she really was, aiming for his head rather than his torso. The range was greater than with the previous two shots so it didn't blast through him. Instead, his neck snapped with an audible crack as the vamp's head did an almost 180 degree loop before his body followed in a tumble.

The lack of movement afterwards confirmed it for Buffy, that shot had snapped the demon's spine. 'Only got one shot left,' she mused as she approached the talkative vampire ignoring the lamed one for the moment.

"What, what did we do to piss you off, witch?" the bloodsucker choked out with blood dribbling down the corners of his mouth.

"Bravo, I think you just set a new record for cramming the most faulty assumptions in a single, short sentence," the Slayer replied placing the repulsor on one of the stone coffins. 'Can't risk blowing a hole in the wall, so that means doing this the old fashion way.' She took the stake out of her waistband.

"What do you mean?"

"Let's count them. Assuming I did this out of anger is one, that this is personal is two, and that I used magic to do it makes three. Calling me a witch because you thought I used magic is really more of a conclusion so I might have been crowning you assumption-king a little too quickly," she revealed before plunging the stake home.

Having made short work of the final vampire, Buffy went over to where the grenade lay and put her sunglasses on her nose again. 'Still hot, but not as bad as when I came in,' the blond concluded. 'The heat might still have been enough to ruin the mechanism, which means it can't be refilled. Hmmm, maybe I should use a different dispersal method. Some kind of powder perhaps?' Her mind occupied with that, she retrieved the grenade and repulsor on autopilot before making her way out of the crypt.

**Revello Drive 1630**

Hearing someone open the window behind him, Angel dropped the stuffed animal in his hands and turned around. At the sight of Buffy he couldn't help but blink. The reason for that reaction were her sunglasses. They were big and cheap, but even that wasn't enough to hide all of the wires or the small cameras on the frame. The girl he knew wouldn't be caught dead in them. Or make them, which Angel was certain Buffy had done.

"Hey, uh, are you here for some quality time with Mr. Gordo?" the blond greeted him.

"Who?"

She indicated the stuffed animal after setting down the bag she was carrying and before shrugging off her coat. "The pig."

"Oh, no," he said shaking his head. "I'm here to see you. I, I don't get to do that much lately."

"Sure you do. We saw each other two nights ago," she responded defensively.

"Three, actually," Angel corrected her. "And you went straight home after patrol."

Buffy shrugged. "I was tired."

"Because you're so busy," he finished for her. "You're always busy with one thing or another since Halloween. And now you're hold up at 'Summers Industries'," he couldn't help the little bit of snark that crept into his voice as he said the name, "whenever you're not patrolling. And even when you're not, you go on about refraction-rates this and adaptive algorithms that."

"Well excuse me for wanting to tell my boyfriend about my day. Here's a suggestion. Why don't you try visiting me during one for once! My lab isn't exactly bathing in sunlight."

"That," Angel began with a shout before calming down and starting again. "You know why I can't visit you there. It's a good thing you blocked off all sewer entrances but the drawback is that I can't come in either. But this isn't why I came here. The, uh, I noticed that photo of you ice-skating." Angel winced, he'd planned on being a lot smoother than this.

Buffy looked at the indicated photograph. "My Dorothy Hamill phase." She shook her head ruefully. "My room back in LA was pretty much a shrine to her, you know. Dorothy dolls, Dorothy posters, even had the Dorothy haircut... Not her actual hair, because that would be weird," she finished awkwardly.

"Right, well, uhm, there's a rink out on Route 17 and it's closed tomorrow. I was wondering if you wanted to go?"

The teenager opened her mouth, then closed it again gaining a pensive expression. "Sure, why not. I mean, I wanted to start my analysis of the 1.1 Antioch and the repulsor, and see how far along Jarvis is with the rewrite of the operating..." she broke off suddenly. Angel didn't know why, he thought he'd managed to hide that she'd lost him back at repeller. Or was it repulsor? "I'll go," she sighed. "And I think Willow can start the analysis anyway, she'll like the challenge." That thought seemed to cheer Buffy up again.

**Summers Industries**

"I'm sorry to disturb you ma'am, but we appear to have an intruder," Jarvis announced causing Buffy to look up from the battery in front of her. It was the last component needed for the new laptop after she'd worked out most of her frustration with their botched date by finishing the cooling system. She wanted to give the first laptop to Willow, especially after hearing how she turned down that job offer. But something must have gone wrong during construction so now she had to take the thing apart to find the flaw.

"Show me," she ordered the AI. On a flat screen you wouldn't find anywhere else in the world, the crisp image of a black girl Buffy's age was shown stalking down a dark hallway. "Is she human?"

"Undetermined at this time. Analysis of her thermal signature indicates she is not a vampire, however the subject showed above human strength when she broke in." In the right corner of the screen a video was displayed showing the girl breaking the lock on the door. Buffy recognized it as part of the unused section of the former CRD-complex.

"So this is assassin number two," the blond mused.

"Unknown," JARVIS answered.

"I was just thinking aloud, you didn't have to answer that. Uhm, show me her location on the map." The image of the Tarakan disappeared to be replaced by a diagram of the building, a red dot slowly moving towards the section of the plans that were designated as occupied. "Has Xander finished installing the sonic scrambles in that section?"

"He has, ma'am. Records show they came online two days ago."

"Great, then you have my permission to use them once our assassin is in range. Oh, and I want you to contact the gang and let them know about our guest."

"Yes, ma'am."

VVV

Kendra groaned as she woke up with a dull headache throbbing beneath her temples. The last thing she remembered was sneaking into the female vampire's lair. It had all gone splendidly, even if it had been strange for a vampire to hole herself up in an active factory. Then there had been a loud sound that drowned everything and Kendra had fallen into darkness.

Forcing herself to stand up and show no weakness the Slayer quickly discovered she was no longer in the corridor. Instead, she was looking at a solid steel door barring the way out of the small, featureless room Kendra found herself in. She was moving towards the door to test if it was shut when a voice came from the ceiling. "You woke up sooner than I thought," a woman's voice noted. Looking up, Kendra finally noticed the camera protected by a bubble of glass or plastic in the right corner. "Which means you can answer my questions faster, excellent."

Standing a little more erect, Kendra mentally prepared herself for what obviously was coming as she looked straight into the camera. "I will tell you nothing, demon. Do your worst."

"That's just a camera honey. You know, it sends these moving pictures to me and it can transmit my voice into your cell. The technology's been around for a while."

"Do not mock me, demon," Kendra said unable to keep her voice from getting heated. "You know I was not referring to the machine, but to you."

"Wow, you're telling me your employer lied about your target to you?" The demon clucked with mock disapproval. "Not very nice of him. Or is it a she? Anyway, I'm not a demon. I'm the Slayer."

Kendra didn't even think of hiding how preposterous she found that idea. "That is impossible, because I am the Slayer. And after you kill me, another will take me place and finish you off. So do your worst, demon."

The demon, however, didn't seem particularly fazed by the revelation its lie had been found out. Indeed, she persisted in it. "Nice try, but that works better when you're not talking to the real Slayer. Now, I'll try again. Who hired the Order of Taraka to kill me?"

"Excuse me, Ma'am," a British, male voice broke in over the loudspeaker but obviously talking to the demon. "But voice-stress analysis indicates she is speaking the truth."

There was silence for a moment. "That's impossible!" the demon finally said. "Run a self-diagnostic and then redo the analysis."

"Yes, Ma'am."

Now there was the vague sound of a door opening coming to Kendra from the speaker followed by a third voice, another man. "Hey Buffy, I got your message about a second assassin."

"Hey Xander," the female demon responded. "I caught her but now Jarvis says she really believes she's the Slayer and... and I forgot to close the channel to the holding cell. Dammit," and then all the sound was cut off leaving Kendra alone to ponder the demon's antics. 'Did she really think I would fall for this charade?'

The walls did not answer, so the Slayer simply waited until her captors chose to contact her again. The manner of that contact took her by surprise, though, because she'd expected them to use the camera again. Instead, the door opened and an older man looked into the cell. Her body tensed right away, but Kendra kept herself from pouncing when she realized the bespectacled man was human.

"I'm Watcher Rupert Giles. I do apologize for the mix-up but I'm afraid we are dealing with a situation here so we have to be careful. So I'm going to have to ask for some proof that you are indeed the Vampire Slayer."

Kendra hadn't expected that, not at all. "Excuse me?"

**Airport**

"So what are you going to tell your Watcher?" The other Slayer asked, and even now that sounded very strange to Kendra even in her own mind. Then again, everything was so very strange here in Sunnydale. Rescuing vampires with souls, a Slayer using what looked like a ray-gun right alongside her trusty stake, friends who both knew of and helped out with the slaying.

Kendra shook her head to clear it a bit. "I am unsure. I do not think he will believe me if I tell him everything."

"But you are going to have to tell him something," Buffy finished before rummaging through her bag and retrieving a canister. "Here, I just finished it and I think you'll find it useful."

"I can't possibly accept another gift," Kendra said holding her hands up. "You already gave me that portable computer." Which she could only barely operate even after the detailed explanations from Buffy and her friend. She also didn't really see how much use it could be for her. If she wanted to contact Buffy, Kendra would just ask her Watcher to call the blond's Watcher. As for research, that was really Mr. Zabuto's task. Perhaps she could give the computer to him, he might appreciate the gift.

"And don't think I noticed how uncomfortable you were with it. I get it, you're more of a books-girl and that's okay. But you're a Slayer too and I thought you might like a tool to make the job go easier." And she held the canister up again.

"You always do that, make our calling sound like a job when it is who we are."

"I guess I do, it's just... " Buffy shook her head and changed the subject. "But back to this," she indicated the canister. "Meet the Mark 1.2 Antioch anti-vampire grenade. You press the button twice and five seconds later it disperses a cloud of holy water. Doesn't kill them, but it does blind and disorient them. This is the first version you can refill and re-use, just make sure you stick it into an electrical socket after each use to recharge the heating element. And email me if you got questions or something breaks," she finished her little speech by handing the grenade over to an amazed Kendra who didn't resist this time.

"This works?"

"Oh yeah, I tried the Mark 1.1 a few days ago and it took these vamps completely by surprise. I do recommend not being in the same room as the grenade when it goes off, the water gets pretty hot."

"I... very well, I accept your gift."

"Great," Buffy enthused and then she stepped closer as if to hug her. Kendra quickly took a step back and the blond stopped as well. "Uh, oh, right, no hugs, sorry," the other Slayer mumbled blushing for some reason. Giving her a nod of farewell Kendra left this very strange place.

**Summers Industries**

Xander, Willow, and Buffy were sitting in the only conference room of the complex that was actually used as such listening to Giles. Holding a meeting like this was boring and too corporate for all their tastes, but it had its uses so here they all were, on a Saturday no less. "Starting next Saturday I'll be commuting to Los Angeles every other week so I won't be here, but please don't hesitate to call if something does come up Buffy."

"Of course we will. But why are you going?" she wondered

"Ah, you'll remember we decided to set out legal and financial departments up there, so we wouldn't have anybody not in the know here. And while they are finally adequately staffed with people that are not trying to steal either information or simply money from us, they do require more supervision than I fear Jarvis can provide. Especially in light of how Willow's encryption program has now really taken off, I'm told sales are soaring."

"It's not really my program," a blushing Willow corrected. "Jarvis did, like, all the work, I just told him what I wanted."

"That's the point," Buffy countered. "It was your idea, and besides that you did more than just sitting back and letting Jarvis do the rest." Willow ducked her head but she did smile. "So take the praise, and use that bonus to take out your new boyfriend," the blond teased causing the redhead to blush even more. Oz seemed like a good guy, and he'd see to it that Willow could finally move on from Xander. 'But it means she's spending less time with me too,' she couldn't help but think. The Slayer didn't dare to think why, exactly, that rankled as much as it did.

"Right, getting back on topic. Uhm, Buffy, Centurion Security Services has shown some interest in these, ah, Vision-glasses of yours but the, uh, slapdash nature of the prototype I showed them has left them unsure if we can deliver a usable product. How far along are you with the production model?"

Buffy simply grinned. "Well," she started coyly before placing a box on the table and opening it. Within the carton box were six sunglasses, all of them showing the Summers Industries logo on their frame. "I'm this far along. Here's two to show off to Centurion and these four are for us. I tinkered with the display so it now integrates the low-light feed with the thermal one so you don't have to manually switch between them."

Xander was the first to try his out. Putting it on he was quiet for a second before rearing back in surprise. Buffy figured he'd just gotten a nasty glare on the display from the fact that this room was in direct sunlight. That should clear up in a moment because the glasses automatically adjusted to the amount of light available. "Whoa, didn't expect that." Taking it off, he flipped it over and examined the device. "Hey, where did you put the batteries?"

"It doesn't run on batteries. I put thermocouples in the parts of the frame that hook behind your ears so effectively the glasses are powered by your own body-heat. It takes a second for the current to start running though."

"Impressive," Giles remarked. Then he gave the Slayer a searching look. "Is this the reason you've been so busy? I noticed you're spending almost every hour not in school or on patrol there since Kendra left. You've also placed quite a few orders for material and other components."

"I'm fin-" She cut herself off, grimacing at the annoyance that simple question had ignited. He deserved an explanation, they all did. "Meeting Kendra was a little... weird," the blond said more calmly. "But no, the glasses and the holographic CAD were just side-projects. The reason for all those orders is that I'm finally working on my first suit."

Xander perked up at hearing that, coming half out of his seat as he leaned over to the table towards her. "You are?"

"It's not going to be anything fancy," Buffy warned him. "It's still only half-done and I've had to do a lot of compromising. I wasn't able to miniaturize the repulsors enough to fit them in a glove for one, so I had to go a different route to control the hands. It's going to be almost as bulky as that gray clunker Tonya used to escape that blasted cave and not a whole lot more advanced."

She called up the design on the screens in front of the Scoobies. "It won't have any weapons, except for those repulsors and we already know they're not that great against vampires. Its armor will only stand up against small-arms fire and it'll ice up if you got too high. The only bright spot is power, the arc reactor I'm going to put into it will provide it with plenty of that. This suit isn't meant for actual combat, it's more of a training-craft."

"It is putting a significant dent in our resources," Giles cautioned her. "I know as well as you do that is what this all is for ultimately, but we still have to balance means with expenses. Things should clear up by Christmas, we managed to get your new portable computer out just in time," her Watcher noted. "Though why you wanted to send the first few for what is essentially no charge to these googol-people I still don't understand."

"You can just say laptop," Buffy chuckled. "And it's Google. Trust me, investing in them now is going to earn us a pretty penny down the line. A for the suit, we can really use it. I made sure there was enough room so we can all fit in it, and as promised you'll be the first to try it out," she said looking at Xander.

He, in turn, pumped is fists in the air and simply yelled, "Woohoo!" And on that note, the meeting ended quickly thereafter.

VVV

Joyce had almost convinced herself that she'd imagined what she saw in her kitchen by the time they entered this futuristic part of the building. There were several screens showing diagrams, text, and things Joyce didn't even know the name of. Machines whose function Joyce couldn't guess. Workbenches littered with all manners of devices and tools, with a table free of everything in between them forming a counterpoint to the clutter. But the strangest sight was her daughter moving through the room like she belonged there with the form of Joyce's boyfriend slung over her shoulder like he weighed nothing.

"Buffy, how? Why? When?" Joyce tried every question, only to break off and try again when the question just didn't seem to encompass what she really wanted to ask. "What's going on?" she finally settled on as she stopped in the middle of the room. "You, you hit Ted with a frying pan! And... and..." her voice faltered again as the memory of metal under bloodless skin flashed before her eyes.

Buffy didn't say anything at first, dumping her load on one of those machines. It had a flat surface surrounded by a ring on one end and only with Ted lying on it did it finally dawn on Joyce that it looked like an MRI machine. It also brought Ted's face back into view complete with the missing part of it. There should be blood, but there wasn't. There should be bone, but all Joyce could see was metal and little light bulbs.

"Jarvis, do a scan of this thing and display the results on the CAD," her daughter ordered speaking into empty air. "File the results under "Ted" for now."

Before Ms. Summers could ask who she was speaking to, a reply came. "Yes, ma'am. Please stand back and I will begin."

Her daughter did as prompted and the machine Ted was in came to life. Buffy only witnessed the process for a moment before turning around to address Joyce. "I already told you back at the house, he's not human. Or alive."

"Because your sunglasses said so," she finished cautiously. It only elicited a huff, then her daughter took of said sunglasses off and tossed them to her inviting her to take a look for herself. Feeling slightly curious despite how ridiculous it all sounded she put them on. At first, Joyce saw nothing. Then she gasped as the world became a lot more informative a moment later.

Dark, shadowy corners couldn't hide anything from her and with one look Joyce could tell the exact temperature of her daughter as well as the screens and the room itself. Turning her vision on Ted brought another surprise, his skin had taken on a smooth, plastic-y texture that looked unnatural. Raising the glasses, Joyce checked with her own eyes to see if something hadn't happened to him. But he looked perfectly normal to her unassisted eyes.

"The glasses work with more than the visible light spectrum. I think that whoever made this thing's skin only took normal human senses into account. It's actually pretty good for something that's clearly not organic, but I'm betting you never saw Ted sweat or blush. Not that I want to know if there even was an opportunity for you to see that, 'cause, ewwww," Buffy finished eloquently making a face.

"I have finished scanning the object, Ma'am. Rendering now," the same voice announced followed by a sculpture of light springing up from what she had believed to be an empty table. Seeing that distracted Joyce completely from her daughter's less than flattering declaration.

It also brought home just how fantastic their surroundings were. "Buffy, what is this place? What are you doing here?" She knew her daughter was no dummy, but Buffy had never shown any interest or aptitude for engineering or science.

"That's kind of hard to explain, but, uhm... You know how I said I vampires existed and then I said I knew they didn't exist after you sent me... away?" Her daughter didn't give her the chance to answer. "I lied."

Joyce finally looked away from the free-floating hologram to frown at Buffy. "What do you mean?"

"I lied when I said that I was cured. That I knew vampires didn't exist. Because they do, and so does magic which is the reason I managed to design and build all this," the blond swept her hands out encompassing everything in the room, "since Halloween."

Joyce had a hard time how you went from vampires and magic to, well, to this. Her mind felt sluggish as it tried to wrap itself around the concepts bombarding it at the moment. "I don't understand," she said in a small voice.

"I went as this fictional genius for Halloween and a mage turned everybody into their costumes. Afterwards, I still had that knowledge and as it turns out, it works. So with the help of my friends I started Summers Industries and you're standing in our research and development facility." Buffy finished with an expectant look directed at Joyce.

She, in turn, simply didn't know what to say. "Summers Industries," Joyce repeated dumbly.

And then Ted got up. "That, that, that wasn't nice yyyyyoung lady. I-I wont stand for behavior like that in my house," Ted stammered out as he got up. Buffy didn't show any fear or surprise as she turned around to face the thing. "I am, I am, I am just noooooot wired that way."

"Then you're in luck, 'cause I got the upgrade for that. It's called Buffy's fist 2.0!" she quipped just before punching Ted in the gut.

VVV

Buffy gently led her mother to a chair so she could rest a little. She'd been acting weird ever since the Slayer caught her making out with Ted. 'And after tonight, isn't that prime grade blackmail material,' she mused. But seeing Ted come online again just now and then put down with even more fake-skin missing had finally broken something in her Mom.

'I shouldn't have sprung everything like this on her, why didn't I wait until Ted had left and then captured him?' She didn't know, but she had her suspicions. It had always hurt how her mother didn't know what she was up to and so had come to the conclusion that she was a troubled girl. Once she started up Summers Industries and had to hide that as well from Joyce, the feeling had gotten worse.

It didn't help that Tonya Stark had never had a close relationship with either of her parents. Her mom had died giving birth to Tonya and her father had been cold and distant until his death when Tonya was about Buffy's age. That part of Buffy felt like this was a second chance to connect. And didn't want to waste a second of it.

All of that was probably what egged Buffy on to reveal everything when she was confronted by the sight of Ted. And now her mother was reeling, though given her behavior that evening Buffy was starting to think Ted had done something to her Mom. 'I should've taken the time to at least build that medical scanner,' she berated herself. But there was only so many hours in a day and Tonya hadn't had much grounding in the medical sciences. Stark Industries might have made many medical breakthroughs, Tonya had only known the basics of most of them. So Buffy had decided to leave most of it dormant for now until they could hire some outside talent to develop the ideas into practical applications.

She didn't leave her mother's side as the woman closed her eyes and simply rested for a while. This time Buffy had made sure Ted wouldn't get up again by yanking out its power-supply. Originally, she had wanted to shut him down by linking him up with Jarvis, but the only data-port she'd found looked really weird. She would have to whip up a custom job just to interface her computer with Ted and that would take time. So digging into the mystery that was her Mom's ex could wait until morning when she knew her mom was going to be fine. Hopefully with everything.

VVV

Xander couldn't help but feel a little exposed in this body-suit as he slipped into Buffy's first Iron Man armor. Buffy had said the suit was for monitoring his vitals during the trial and Xander hadn't thought much of it. That was before he realized the test would be held not just in front of his friends, but all the adults as well including both Miss Calendar and Buffy's mom.

Don't get him wrong, he was happy for Giles that Ms. Calendar had come back. Giles, though, hadn't reacted so well when he'd found out Buffy had told her mother everything. Mrs. Summers hadn't been happy either, for that matter. But the librarian, with help from the rest of the Scoobies, had managed to convince her that moving away wouldn't make the demons go away, that they were everywhere. But the end result was that Buffy could spend less time here because Joyce had been adamant she do better in school.

That was the reason the first suit was only finished now, a day before Buffy's surprise birthday-party. The suit itself, with its arms stretched out straight to the sides, wasn't what Xander had expected. For one, it wasn't the red-and-gold he knew from the comics but unpainted, shiny metal. For another, it was one piece that you stepped into after which the various parts tightened up and the front-torso piece swung down.

Taking a deep breath, Xander put his first literal step into the armor as he put his legs into it twisting to face the same direction as the armor did in the process.

"Sorry it's such an acrobatic act simply to get into the suit, but it was easier to construct it this way," Buffy apologized sitting before a screen showing various read-outs.

"It's no problem," Xander assured him before ducking his head so he could slip it into the helmet. With the power off, he couldn't see anything which meant he was going to have to put his arms in the gloves blind. 'Maybe I should've done that first and then put my head into the helmet. I'll try that next time,' he resolved as his left arm slid into place followed a little awkwardly by the right. "Okay, I'm in. You can close her up," he said into the radio he wore around his right ear. The suit had a com too, but it wouldn't work with the power off.

"Alright, here goes," Buffy responded right before he heard the hinges of the chest-piece whine as they swung down. Clicks, rattles and more whining could be heard as the upper-thigh pieces slid into place followed by the upper-arm parts closing around his limbs. Finally, the neck sections which had been wide enough he could put his head through it tightened up and light entered the darkness.

Xander watched the display with some trepidation, all the more so because he only got half of what he was seeing as the system booted up. "I've locked the repulsors down for this test, so if you get any errors about it you can just tell the armor to ignore it," Buffy advised right before the world came back into view.

"Whoa," escaped Xander's lips as information began to crowd the edges of his sight. One glance told him Buffy was right, a small representation of the armor did show that the chest-, hand-, and foot-repulsors were off-line. There was also a small window informing him of his remaining power, what the temperature was outside and inside the suit, and a few other read-outs of his environment. Schooling his tone, he reported, "it's working. What do you want me to do first?"

"I want to try the eye-tracking software first. Please look at me, then Giles, and then at something on the workbench in front of you," Buffy said. Xander looked and as he did a round circle popped up centering right where he looked. When his eye settled on Buffy's half-turned away face, she was looking at a computer screen and not him, another window popped up featuring a short rundown of who Buffy was. Next he tried Giles and the same thing happened. His gaze couldn't help but wander briefly to Miss Calendar and this too prompted a window to open.

When his eyes wandered over to the workbench and the items on it, things went wrong. One window after another began to clutter his view until Xander couldn't see a thing. Luckily, the Slayer had been keeping an eye out and the next moment his vision cleared. "The delay was too short," she explained. "I lengthened it, and shortened the time the info stays after you've looked away. Try again," Buffy instructed.

It went better this time, and after that Xander finally got to the moving part. It started with wriggling his fingers, but Buffy soon let him take his first step. Taking his arms off the braces so he could hold them at his sides, Xander took a deep breath before gently lifting his right leg up then moving it down. And almost tilted over to the right as a result barely catching himself in time.

"Be careful, Xan. The armor moves with you, which means you don't have to carry its weight. Just think of it as an extension of your body, you know, like you put on a lot of weight," Buffy advised.

"And you're still willing to try the suit even if it puts so many pounds on you?" he joked before taking another step. And then another, gaining more confidence and fluidity with each one. It still felt a little odd, since the suit's arms were a little longer proportionally to the rest of the armor in comparison with Xander's own proportions.

At last he completed the journey to the workbench, all 7 grueling yards of it. "Time to test the armor's dexterity. Start by picking up the apple, please," Buffy requested.

"No problem," he told her. Picking it up Xander was amazed that he could actually feel the apple, sense the pressure of the armor's fingers against the fruit. When his fingers started to sink into the apple, Xander tried to pull back on how much force he used but it wasn't enough. The fruit literally exploded in his hand, covering it and his faceplate with chunks and splatters.

"Don't worry, I was expecting something like this," Buffy consoled him typing away. "The problem with this control-scheme is that the feedback is finicky, impossible to get right the first time around. That's why I need to run these tests. Let's move on to the next test and after that we're done for today."

Hearing that, Xander looked over his shoulder at the blond. "You mean I won't get to try and fly?"

"Not inside you don't," she scoffed. "And not before I've had a chance to fine-tune the controls. So, get to the writing.

"Ah, so that's what the paper and pencil are for. And I guess I'm supposed to screw the nut on the bolt?"

"Got it in one. Now start writing your lines, young man." It was disturbing how mature Buffy managed to sound when she said that.

**Revello Drive 1630**

'Happy birthday to me,' Buffy thought sarcastically as JARVIS digested the data she'd just sent from her laptop. She'd only been able to connect with the SI mainframe from home after Mom knew about everything since it was kind of hard to explain away the equipment she needed to install for this. And where she got the laptop, of course.

Now she could get lost in her work even at home, which sounded just great right now because her birthday had gone abysmally bad. 'Even worse than Tonya's when she was dying from Palladium-poisoning.' Buffy made a face at the memory, especially because that fiasco had been partially of Tonya's own engineering. Buffy's pile-up felt more like the universe hammering her.

First there had been the Judge's arm, which had ended the surprise party before it had even started and then Angel had announced he had to leave and take the arm with him. They'd still been saying goodbye when the arm got stolen again and worse, they hadn't been able to stop the Judge from being assembled. They'd barely escaped and Buffy had ended up spending the night with Angel.

''I suppose that qualifies as my part in the screw up that was last night,' she concluded sadly. After that aborted goodbye she just wanted to be close to him, Buffy just hadn't figured out how close until they were half-naked. Guilt had been a factor. She'd felt guilty for not spending much time with him lately, and guilty about all those dreams she was having because she did care for Angel. She really did.

'So why was the sex so... okay.' It had been her first time and Buffy was pretty sure Angel had enjoyed himself. It had been good for her too, but the Slayer knew from Tonya's memories that it was supposed to be wow. She loved Angel, so shouldn't their first time together be more? Or at least equal to those one-night stands she recalled?

'Then again, it obviously didn't mean as much to Angel or he would have stayed with me,' she concluded. And her friends hadn't seen him either, she'd checked when she told them the Judge was up and about. So now Buffy was in her room getting JARVIS to work on figuring out how to make Adamantium. Not true Adamantium, but the much cheaper Adamantium steel variant which should fit her needs well enough. She knew what resins went into making the alloy, but not the exact proportions or in what order you put the various resins together. JARVIS would have to model all the possibilities or they would have to sink a large amount of money into the project trying them all out. As it was, it would still take a lot of processing power and time.

Looking back at the screen, Buffy finally saw that Jarvis had begun running simulations. With the AI occupied like that, there wasn't much else Buffy could do from here. She checked outside. 'Sun's going down soon. I'll try his home again, maybe he's back.'

**Summers Industries**

"There must have been some thing, some event that triggered this change," Giles pondered pacing in front of the assembled Scoobies. A change that had almost gotten Willow killed if Ms. Calendar hadn't saved her. "Buffy, you were with him last night, did you notice anything?"

Buffy pressed her lips together, she knew exactly what he was talking about. She didn't know why or how, but somehow their lovemaking had turned Angel evil again. So now they had to deal with both the Judge and three-quarters of the Scourge of Europe. "I... It doesn't matter. We need to focus on stopping the Judge right now. Angel can wait until after. That includes how you knew he'd turned evil when the rest of us didn't," Buffy finished looking directly at Ms. Calendar. The teacher, in turn, looked very unhappy at all the attention that revelation earned her but she nodded after a moment.

"Uhm, but we don't know how," Willow pointed out, her eyes darting between the blond and the school teacher. "All the books say no weapon forged can harm him. Like, what does that leave us?"

Buffy's gaze was drawn to the mark I suit like a magnet, and it clicked. "That leaves out progress." The others looked over to the suit. "The armor isn't forged, and neither are the repulsor blasts it fires," she elaborated already walking to the suit of armor. She slipped out of her shoes, and climbed into the armor. "Jarvis, activate the mark I armor," she ordered before her head disappeared into the helmet. If her friends were protesting Buffy didn't hear it over the sounds of the armor closing and adjusting to her height.

The armor enclosed around her like a trusty old glove. This was her first time in it, yet it felt so familiar. The boot up sequence took some time, but finally she was looking at her concerned friends through the suit's optics. Hardly thinking about it she started to walk having none of the problems Xander had. It could have been the adjustments Buffy had made after the testing, but she knew better. 'It's just like riding a bike. You never really forget,' she mused.

"Huh, I'm not sure my van can take the weight," Oz said.

"No problem, I wasn't planning on getting to the factory by land."

"You're not thinking of flying this contraption there?" Giles checked. "Buffy, I know how upsetting this must be for you-"

"No you don't," Buffy ground out. "You have no idea what..." she cut herself off and started walking again. "I can do this. I've done, I mean, Tonya has done this thousands of time. Everything works, so I should be fine if I stay low and every second counts. Angel knows what we've been doing here and he knows we know where the Judge is. We need to hit him hard before they move the evil smurf. I'll stay in contact but I can't wait any longer."

It would have been more dramatic if she could have just rocketed away, unfortunately there was a ceiling and several more floors in the way so she had to settle for walking out the door. Only when she was outside, and after doing a check of the control surfaces, did she finally activate her repulsors and take off into the air.

**Abandoned Factory**

"There's nothing here, they already left," Buffy reported looking around for any clues where the birds had flown too. She was glad the guys couldn't hear the ticking of the metal of her gauntlets as the cooled down. The blond had found she'd made a design-flaw with the hand-repulsors in her quest to make them small enough to fit. Flying required their low-powered but continuous use and she had skimped on the cooling just a little too much. So the heat built up, Buffy had actually felt it with her fingers that were in the armor's forearms. She was glad her hand hadn't been in that glove or she would have had to make a visit to the hospital after this.

"Okay, we need to think this over," came Xander's voice over the com. "Let's see, if I had a six feet tall smurf that can incinerate people with a gesture, where would I go?"

"Uhm, the Judge is probably still not at full strength," her redheaded friend supplied. "He'll need people for that, like, lots of them."

"Which means Angel is looking for a crowd," Giles summarized. "The Bronze?"

"Closed tonight," Buffy countered.

"This should be easy, there aren't a lot of places in Sunnydale where people just line up to get massacred," Xander complained.

"Uh, guys," Oz started tentatively. "If it's lines you're looking for, the Mall would be the best place."

Pulling up a mental map of Sunnydale, Buffy grimaced as she realized that was on the opposite side of town. The guys at Summers Industries were actually a lot closer than she was. Especially since it would be prudent of her to wait a little longer to give her hand-repulsors more time to cool down. "You guys can get there faster than me. There's a box in my lab labeled 'AV Supplies'. It contains four repulsor pistols, they aren't strong enough to kill a vamp but it will knock his socks of. Use those and some Antiochs to clear the exits. I've got no doubt they'll have their minions guard them to keep the people inside from just fleeing. If you see the Judge, run."

There was silence for a moment, then Giles short reply came through the com. "Willow is retrieving them now. Do be careful, Buffy. I very much doubt that armor will protect you from the Judge's power."

"That's why I'm planning on shooting first."

**Sunnydale Mall**

"Lock the exits, boys," Angel ordered. His minions were still running down the stairs when he turned to the Judge. "It's all yours," he told him with a smile. The crowd hadn't noticed them yet, even when the Judge had incinerated that one man. They didn't miss it when the Judge threw off the blanket and stepped forward. Not that it mattered, before they had even time to think of fleeing, streams of flame soared from the Judge's hands and into the nearest humans, jumping from there to those that had been further away. Pretty soon, everybody was linked to the Judge by a ribbon of flame.

Angel's smile got wider as the entire crowd froze in place. 'Que the bonfire!' He was distracted from the impending massacre by the sounds of a door crashing open followed by a brief struggle that was ended by a weird whining noise. Looking over to the source of the noise, Angel was confronted by the sight of Buffy's friends overpowering the vampires guarding that particular door.

The whelp was now staking one of the downed vampires while the mousy one was busy throwing a canister over the heads of the frozen people at the minions blocking another exit. Vapor began to hiss out of it and the morons started to scream as the holy water engulfed them. "Useless idiots," Angel cursed.

That, however, couldn't hold his interest. Not when the librarian was pointing yet another of Buffy's toys at the Judge. It looked like a kid's toy as it was covered in green plastic, but Angel started to get nervous as he could see the muzzle. There was some kind of energy building up inside the gun. His soulful counterpart had never visited his girlfriend's workplace and Angel was starting to fear it was going to bite him in the butt now. The raygun whined, then shot a white beam at the Judge connecting with his arm. The limb was swatted aside knocking into the other arm in the process and stopping the incineration process prematurely.

The Judge, though, didn't have a scratch . Angel laughed as the worry drained out of him as swiftly as it had bubbled up. "Looks like Buffy's little inventions aren't so great after all. And speaking of her, where is my lover anyway?"

Beside him, the Judge ceased examining the spot on his arm hit by the team and squared his shoulders as he glowered at the Scoobies. He didn't get the chance to add his two cents because glass and wood suddenly came crashing down on the refreshment stand in the center of the court. Amidst the falling debris was an armored form. It landed in a crouch on a counter which came apart under its weight. The armored figure wobbled a bit but didn't lose its balance and then it straightened out.

The thing was made of silver-gray metal and pretty bulky, though it was just a tad shorter than the Judge. There were glowing circles on its chest and palms, giving off the same light as the weapon Giles had used just a few seconds ago. The helmet had two dark, rectangular vision-ports, and not much else in the way of features. 'That's what she was working on all this time? Oh, you foolish, whiny moron, couldn't you have at least pretended to be interested?' he asked rhetorically. Right about now he could really kick the souled Angel for landing him in this mess. Actually, he always felt like that.

"Right here," Buffy said. The suit distorted her voice to the point it sounded almost male, but Angel just knew it was her. Around them, the dazed humans were starting to realize something really weird was going on and they were starting to move to the now cleared exits.

The Judge didn't really notice, too busy eyeing the armored figure. "So the knights of this era can fly," the horned demon mused. "No matter. Your armor will not protect you from my judgment and no weapon forged by man can harm me," it stressed.

"That was then," Buffy responded as the circle on her chest started to whine like Giles' gun. Angel wasn't concerned though, he already knew it wouldn't work on the Judge. "This is now." The whine increased in volume and the circle started to glow brighter. A beam of light surged outward engulfing the Judge's head before Angel could even blink. And it didn't stop there, it went straight on smashing through the wall behind them and it kept going.

The beam lasted less than a second before disappearing, revealing what remained of the Judge's head which was nothing. Behind the demon there were some specks of flesh plastered to the wall. The headless body remained upright for a short while longer as if it hadn't realized yet it was missing something vitally important then collapsed forward.

Wide-eyed, both Angel and Drusilla looked as their superweapon flopped down the stairs. "Fuck," Angel summed up before diving over the railing to follow the now panicked crowd out of the Mall. "This just isn't fair," he concluded.

VVV

Buffy trudged after Angel, wanting to get a clear shot at him but he was almost out of the Mall when Buffy finally risked it. A repulsor-blast rammed into his shoulder sending the vampire spinning off his feet. She didn't blast him again, but started to close the distance. By the time the Slayer had reached the vampire he was already getting up, but more importantly there weren't any innocent bystanders.

"You know what the worst part was, huh? Pretending to love you. If I'd known how easily you'd give it up, I wouldn't have even bothered," Angel sneered.

"I know you're not Angel. So don't bother," she informed him.

"You'd like to believe that, don't you? But either way, you made me the man I am today!" he shot up as he said this, planting his fist in her stomach. And Angel didn't stop there, raining blows on her armor that Buffy felt even through the metal. But feeling was not the same as hurting, while Angel was forced to stop his attack, shaking its bruised knuckles as he stepped back.

Moving faster than a person in a metal suit had any right to, it was Buffy's turn to gut punch her ex-boyfriend. Then she took a step back to let him fall to his knees and pointed her palm at Angel's face, charging the repulsor up. The vampire was gulping unneeded air in, his smile growing as the seconds ticked away and the death blow refused to come. 'It's not him, it's not him,' Buffy kept reminding herself staring at her boyfriend's smiling face. But it was no use, her hand refused to trigger the beam that would end Angel's existence.

"You can't do it," Angel crowed. "You just can't do it," he repeated as he got back up again still cradling his stomach.

Buffy snarled, she didn't want to admit it. But it was obvious Angel was right. Resigned, she powered down the repulsor. Her hand closed into a fist as a triumphant Angel turned around and started to walk away. Which was the reason he didn't see her other hand coming from the side and swatting him into the wall to her right. The vampire's feet never touched the ground as he bridged the intervening six yards.

Not even giving him the time to gather his wits Buffy was on top of him in a flash, punching him in the nose. "That doesn't mean I'm just going to let you go," she hissed before punching him again. "I've got this nice cell with your name on it. Don't worry about the lack of furniture, it's only a temporary arrangement," she quipped before giving him a few more punches until he finally lost consciousness. "One way, or another," Buffy finished more for her own benefit than his.

Hefting her load up onto her shoulder, Buffy walked out of the mall. She wouldn't cry. She would not.

**Summers Industries**

Angel was cursing up a storm as he struggled against her, but he couldn't stop Buffy from throwing him into the holding cell and by the time he'd managed to drag himself up the very sturdy-looking door had slammed shut. He still pounded on it anyway. "You can't do this to me, bitch! Do you hear me? You can't do this!"

When pounding the door didn't seem to work, he started to look around. That was when Angel noticed the camera behind a glass dome in one corner of the cell. As soon as he jumped up to hit that, a high-pitched sound split his already aching skull in two.

Forgetting all about the camera, the door, and the world outside this cell Angel collapsed to the floor cradling his head. "She can't do this to me," he whispered before blessed darkness took him away.

VVV

"Jarvis, flag anything Angel says or does that might be important for Giles' attention. I don't, I don't, don't show me the security feed unless I specifically ask for it," Buffy ordered the AI as she walked out the holding area. In the hallway, Buffy stopped as the trip back to her lab suddenly seemed far too long to her. Leaning against the wall the Slayer's shoulders heaved inside the suit as she couldn't hold back the hot tears any longer. They fell and kept falling with the blond unable to wipe them away since the faceplate couldn't be removed.

Slowly, the armor slid down and her arms snaked around her knees. 'God, what I wouldn't give for a bottle of scotch right about now. I don't... Angel didn't deserve this. I should've... I can't, I just can't... I can't run away anymore,' Buffy resolved.

**TO BE CONTINUED**


	2. Chapter 2

_I don't own anything, alas. _

_CaBil is now beta-ing this story, so I'd like to thank him for catching my many mistakes. This chapter has more Xander and Willow action while also introducing the wider world into the story. I hope you'll like it._

**Chapter 2**

**North Carolina, Fort Bragg**

Colonel George Haviland perused the file of the person who would be running the Initiative facility they were poised to build, though there was still some debate about the location. The thinking of his superiors was that regardless of location, the facility's main mission would be research so a researcher should be in charge. Enter Professor Maggie Walsh, behavioral psychologist and someone he was a little apprehensive about at first. His worries had been settled after the first interview, as far as that was possible with a civilian anyway.

He looked up when his aide Mason excitedly entered his office holding up a videotape. "Sir, we just got this tape from our man in Sunnydale. I really think you should see this right away!"

Colonel Haviland stared at Mason for a second, then nodded to the VCR. "Put it in."

Mason did so and a few seconds later the video started up. It was in color and Haviland realized he was looking out of some store-window into some small mall's plaza. In the distance standing on some stairs above the ignorant crowd were three HSTs. Two were vampires, the third the colonel didn't recognize. He was tall, blue and had a fringe of horns on his head.

A moment later, Colonel Haviland added the ability to release streams of fire from his hands to the list. Well, it looked like fire but he was pretty sure it wasn't natural for a human being to be reduced to ashes that quickly no matter how much heat you used. That it wasn't really fire was confirmed when the HST used it again, this time the energy hopped from one person to the other freezing them in place.

Things got more interesting from there, though frustratingly half of it seemed to be happening outside the camera's view. The vampires were reacting to something unseen right before a white energy-beam impacted the blue HST interrupting whatever he was doing. The male vampire's mouth was moving, but there wasn't any sound on the tape. Now there was yet another party entering the fight, and the sight of it sent Haviland's jaw to the floor before he managed to close it with a click.

A frikking robot of all things came down from the ceiling among pieces of debris and proceeded to use a similar white energy-beam to decapitate the blue HST after which it chased after the vampires. The video came to an abrupt end and Mason pressed stop. "I'm afraid that's all we got, sir."

He shook his head. "HSTs battling robots right in front of the public! How long do we have before this hits the news?"

"That's the thing, sir. This happened four days ago. Our operative only learned of this event because he overheard some drunk rambling in a bar a few hours after it happened. He went there the next morning but the mall's security-cameras mysteriously didn't record the event. Local paper had a short piece on how some gang on PCP vandalized a food stand there and nobody is contesting the story." Mason shrugged helplessly. "If it weren't for Agent Finn's outside-the-box thinking with that video-store, we would only have had a rumor too."

But for Colonel Haviland, that wasn't even the weirdest thing about this incident. Being part of the Initiative for a few years now, he'd gotten used to the idea of HSTs and the fact that most people ignored their existence. But having a robot show up out of the blue took the colonel out of that comfort zone. 'Unlike a blue monster going around incinerating people with a gesture,' he snorted. It was technology, which meant people, yet the colonel couldn't even begin to guess who had built the thing. "And no clue as to where the robot went to?"

"No, sir."

Leaning back in his chair, Colonel Haviland ordered Mason to make copies of the tape for the members of the Oversight Committee. "Once they see it, Sunnydale will be a shoo-in as the location of our first research-base."

**Summers Industries, Los Angeles Branch**

Going through this month's financial overview of the R&D branch of the company it struck Lou Branch again just how weird the company he worked for was. Oh, he wasn't complaining as they paid well enough and hadn't even hinted at him to fudge some numbers for the inevitable investors. But there were all these little things that just nagged at him. Counter to the popular stereotype of an accountant, he was neither unimaginative nor incurious.

The first anomaly had started popped up right away at the job-interview. The impression he got from Mr. Giles, the man who supposedly ran the company, was that he was a technophobe. Which made it very odd for him to be the CEO of a company that was going to be on the cutting-edge of technology for the foreseeable future. And he said supposedly because the company was called "Summers Industries" and guess what the last name was of their head researcher?

That nicely tied into the next mystery that was their Research and Development department. It had a staff of three, who were all high school students, yet it was churning out new hardware and software at what seemed to Lou to be a dizzying pace. The company laptop he was working on right now was a great example; it was far more powerful than any desktop available right now and it ran on an OS developed by Summers Industries.

Staff might not even be the right word for the people doing the R&D, since their contracts specified they all got a stake in the company once they turned eighteen. Until then, Alexander Harris, Willow Rosenburg and Buffy Summers were earning minimum wage. That didn't stop most of the money going to that branch of the company. And what exactly they were hoping to gain by investing in this new company called Google was a mystery to Lou. Sometimes it seemed to him like making money was an afterthought to SI.

Branch wondered if they were actually a front for some shadowy organization that had reverse-engineered alien technology. Or maybe it was the aliens themselves. Lou smiled ruefully and shook his head. 'And when your imagination starts running away from you like that, it's time you go back to work,' he resolved.

**Summers Industries, Sunnydale Branch**

Taking a deep breath first, Buffy stepped into the armor's boots starting the armoring sequence. The pieces that were to cover her thighs came first as mechanical arms delicately set them in place. The blonde was already holding her arms up straight when the torso-piece was added so she could slip her hands in the gloves held up by another set of arms. Upper arms were next and then it was time for the last piece, the helmet. Buffy was very careful not to move an inch as the segments clicked together. She had to lower the faceplate by hand and then it was done, the Mark II armor was now safely encasing her.

Buffy studied one of the gauntlets as she flexed her fingers one by one. 'Very nice, more flexible than the Mark I as well as stronger.' A tap outside the holocage caused the blonde to look up from her perusal of the simulation.

Willow gave her a small wave. "Hey, uhm, wow, is that how the Mark II armor is going to look?"

"Yeah, I wanted to use a simulation of the armoring process to test the holocage. Looks like it works."

"It looks... I expected the armor to be, like, sleeker?"

Buffy smiled, then realized Willow wouldn't be able to see it with the hologram on. "Jarvis, end the simulation please." It took a while for the holocage to spin down so she was still armored as walked to the door. "And the reason the suit doesn't have "curves" is because the components are too bulky right now for a form-fitting suit. It was the same with Tonya," she explained as the holographic armor vanished. "Her first few armors looked male too. Now, you didn't really come here to talk about that."

"Ms. Calendar is getting ready to cast the curse on Angel, I thought you might to like to be there when he's, like, himself again." It was March now making it more than a month since the Judge had been destroyed. That's how long it had taken Ms. Calendar to find a copy of the curse and get it translated with the help of JARVIS. Willow had helped the teacher with that part because Buffy hadn't spoken a word to the gypsy since the woman had made her confession. Ms. Calendar had lied about who she was to them all this time, it felt like betrayal.

The blonde couldn't help but press her lips together in distaste at the mentioning of the teacher's name. The Slayer tried to hide it but Willow caught the expression. She did misinterpret it. "I know you haven't been to see Angel since you locked him up and nobody blames you. You shared a moment of, like, perfect happiness and that turned him evil. We all get..."

"It's not Angel," Buffy interjected testily. She had been vague about that night to her friends, even Willow. Like how Angel had obviously experienced such a moment, but Buffy was still waiting for hers.

"Oh, Ms. Calendar. But you told Giles you were okay with him seeing her. That he shouldn't blame her for what happened or for not telling us about who she was."

"Because he shouldn't. If Tonya's memories taught me anything, than it's that you need to take any chance for some happiness with both hands because there's precious few chances for it in a lifetime. And I'm not even mad at Jenny for hiding her identity; I might not be good at it, but I am supposed to have a secret identity too," she pointed out with a small smile.

It didn't distract her friend though. "Then what is your problem with her?"

"It's not with her, exactly," the blonde prevaricated. "The Kalderash have had over a century to warn Angel about the happiness-clause, yet they chose not to. They watched a time-bomb ticking away for a hundred years and never had the bright idea to defuse it. And..." Buffy couldn't help but be a little mad at Angel too for never finding out about that clause. It was stupid and unreasonable of her, but there it was. Telling Willow, though, was out of the question. "Jenny is one of them. The only one here, so she's the only one I can be angry at. It's not fair, I know."

"I see. Hey, cheer up. You caught Angel before he could do much damage and, like, pretty soon he'll be back to normal and you can be together again!"

"Yeah, together," the blonde agreed slowly. Abruptly, she started to walk out of the room. "We better not let them waiting any longer," Buffy explained.

"Uh, right." Willow sounded unconvinced and the Slayer knew why. But Angel deserved to be the first to hear, so she would have to keep this bottled up a little longer.

VVV

Blinking, Angel looked around trying to find out where he was. The last thing he remembered... Actually, it was pretty fuzzy what he was doing before. 'I was... with Buffy. We were wet, she was cold.' And then her lips were on his, their skin touching. Sound pulled him out of the memory and back to the now where the door in this featureless room opened to reveal Buffy. "What," he croaked surprised to find his throat was sore for some reason. His limbs felt weak and hunger gnawed at his belly. "What happened? Buffy, where am I?"

"Summers Industries," was her answer. "The memories should come back any minute, but to make a long story short; you lost your soul." Hearing that triggered a flood of memories and Angel gasped as he relived killing that woman, then another one, and another. Angel didn't know their names, and there were only a few, but that just meant each stood out their faces looming large in his mind.

Something white was being waved in front of him, distracting him. Angel grabbed onto her as the lifeline that Buffy was. "Here's your shirt back."

It said something about his state of mind that he hadn't noticed he was shirtless until now. "Why did you...?"

"Had to be sure the spell worked and for that, the camera has to be able to see the tattoo," she pointed up at the camera Angel now remembered as well. He'd yelled at it for hours, days. That's why his throat was sore. Taking the shirt he walked out of the cell he'd spent over a month in. It felt good seeing something other than that windowless, small room. "Angel, we need to talk."

That sounded ominous. "About the curse? I remember feeling something slipping away but I didn't really understand what was happening until it was over."

"That's not the only thing, but it's a part of it," Buffy explained. "The curse had an escape-clause, that if you ever experienced a moment of true happiness you lose your soul again." Buffy hugged herself now, but she wasn't done. "I've had a long time to think about it and..." She pulled the ring he'd given her at the docks out of her pocket and held it up. "This isn't going to work, us, you and me."

"What are you saying?" Angel asked though he knew full well what she was doing. He just couldn't believe that they were breaking up.

Grabbing his hand, Buffy pressed the ring in it before closing his fingers around it. Only then did she let go, hugging herself again like she was cold. "I'm sorry, I thought about waiting but you deserve the truth. And the truth is that I don't want to be in a relationship where the goal is to keep you from being happy."

"I don't care," Angel countered. "What's important to me is you. If your happy that's enough."

"Do you think I'm that selfish?" the Slayer snapped back as she took a step forward. Her arms were now at her sides and her hands were balled into fists. The anger was gone as quickly as it had surfaced and Buffy looked away. "We-We shouldn't talk about this all right now. You're still weak from hunger, since we didn't really have a lot of chances to feed... the other you." She pointed at a door to their left. "There's a small fridge with a couple of containers of pigs blood in there. Help yourself, I've got to go talk to Ms. Calendar."

She was already walking away when Angel grabbed her arm and forced her to stop. "Buffy, please-" The blonde tore her arm from his grip and looked back, her eyes brimming with tears. Not saying anything more he stepped back and let her go. They could talk about this later. Once Buffy got used to him being back, she'd see reason. They belonged together, he'd known that since the first time he saw her. And Buffy couldn't deny that. He put the blonde's ring around his finger, the same one that still had his own claddagh ring.

'Everything's going to work out in the end,' he promised himself as he retrieved a cup out of the fridge. 'We shared a moment of perfect happiness. That means something.'

VVV

Giles noticed Buffy's red, puffy eyes right away. The fact that she came alone also didn't go unnoticed by the Watcher. Taking a step away from an exhausted Jenny, he asked, "Ahem, how is, ehm, Angel holding up?"

"He's recovering, he's eating right now. Angel remembers what happened and I told him." She shrugged helplessly before biting her lip. "I told him about the curse and that... that... I broke up with him."

The Watcher couldn't help but take of his glasses and start polishing at that news. "I see." He wasn't going to ask something as silly as how his charge was holding up. It was blindingly obvious that she wasn't. "How did he take it?"

"Worse than me," she joked lamely. "Angel thinks we can work things out, but I'm sure we can't. I knew that the moment I put him in that holding cell. We're just... not meant to be," she finished wistfully. Her gaze went to Jenny. "I need to know, if Angel doesn't stay in Sunnydale, if he goes to live somewhere else. What happens with you, will your people make you leave too or are they going to use someone else to spy on him?"

"I think they'll send someone else to take over my task," Jenny answered slowly. "Someone Angel doesn't know would make it easier to 'spy' on him. They'll probably do that even if Angel stays here for that reason. Why do you care?"

"I don't, really, but I care about Giles and he's nuts about you in his stuffy, repressed, British-y way."

"Buffy, honestly," the librarian said as a light blush crept onto his cheeks. "I am not that bad in expressing my affections," he objected. "I don't really need you to do that for me."

Buffy just gave him a very serious expression. "Actually, you do." Then a small smile cracked the illusion but it stayed small and was gone as the blonde got down to business. "With Angel's soul restored, it should be safe for you to go home again," she told the computer teacher. "Drusilla won't gain anything by attacking you now and she lost most of her minions trying to storm this place. Of course, Giles' "couch" might be more comfortable than your own bed so I understand if you want to stay with him a while longer," she finished with a wink.

Now it was Ms. Calendar's turn to become embarrassed. Buffy chuckled. Giles could just sink through the floor right about now, but didn't say anything. After the way she'd thrown herself into work this last month, having her horse around like this was a welcome change. Even if it had come on the heels of a break-up. There were far worse ways to deal with that than this. "Well, we are certainly most grateful for receiving your permission," he fired back.

Adopting a regal manner, her nose up in the air, Buffy gave him a sniff. "As you should be. It was a great sacrifice on our behalf."

VVV

A few days later, Willow entered Buffy's workshop looking for something to distract her. She didn't feel like working by herself while werewolf-Oz was locked up in the holding cell. And hadn't that been a shock, finding out he was a werewolf now. Willow knew the Slayer was going to go on patrol soon, but they could keep each other company until then and share in their romantic misery.

Inside the lab, the redhead was greeted with loud 80's rock and the sight of a pondering Buffy gazing at a holographic representation of the new armor Willow had seen her try out in the holocage. Despite the music, the blonde still sensed her and looked over her shoulder at Willow shooting her a smile. The music faded away after Buffy lowered something on a holographic screen. "Hey, has Oz settled in?"

"Yeah, wolf-Oz was trying to get out when I left. I-I don't really like seeing him like that," she explained earning an understanding look from Buffy. Searching for a distraction, she motioned at the diagram floating in the air. "I thought you were, like, done with the design of the Mark II?"

"The basic design, sure. What I'm stumped on is the weapon's load-out. Tonya used AT mini-missiles and bullets for her early armors, but neither of them is really useful against vampires."

"What about the collapsible sword?" Willow had helped make it so she was pretty proud of it. The blade was made of some memory metal that folded out of the hilt when you ran a current through it.

"That's for close-quarters work, what I'm looking for is something to take out vampires and other demons reliably from a distance without too much collateral damage. That's why the flamethrowers are out."

Taking a seat, the redhead indicated what looked like a grenade launcher on one of the workbenches. "What about the stake launcher. It's pretty accurate and reloads way faster than a crossbow."

"And I can't fit it, the ammunition it needs, and the reservoir of pressurized gas into the suit. I thought about wrapping steel wire around the stakes and using electromagnets to fire them but again, too bulky. Just like with the plasma cannon and the laser, I know how to make them but with this tech it would barely fit on a tank."

"And my sunbeam idea doesn't work at all," Willow complained.

"It should have," the blonde insisted. "We tested it beforehand and the light spectrum was an exact match to what the sun put out right down to the ultraviolet and infrared parts. There must be something mystical about sunlight," Buffy speculated.

The mention of mystical made Willow think of something else. "What about holy water? The Antioch works pretty good. You could put some in, like, syringes or darts and pump it straight into their bodies."

Buffy opened her mouth, then her gaze turned thoughtful and she started to rub her nose. "Uhm... maybe..." The blonde's expression became disappointed and she started to shake her head. "No, no, same problem as the stake launcher. With the added problem that it might take a lot of holy water in the bloodstream to actually take out a vampire. And it would be pretty useless against anything else." She gave Willow a sad smile. "See what I mean with being stumped? I keep running into size and weight constraints. God, breaking up with Angel was easier than this," she finished gesturing helplessly at the hologram.

Willow hesitated for a moment, then took the plunge. "Yeah, uhm, I wanted to ask you about that. I mean, you breaking up with Angel all out-of-the-blue like that. You didn't say anything to me beforehand, I thought you guys were happy together?"

The Slayer looked ashamed, but didn't avert her eyes. "I'm sorry, Wills. But I thought Angel deserved to be the first to know and... we were growing apart before the Judge came along," the blonde confessed.

"But, but, what about that perfect moment of happiness?" Willow sputtered. "I'm-I've never shared one of those," she admitted with a blush. "That has to mean something, right?"

Now Buffy did look away. "We didn't really share that. Don't get me wrong, I enjoyed it," she hastily added before an odd expression came over her. "But having Tonya's memories I expected more... well, more of something."

"Oh," was all Willow could say. "Is that why Angel looks like a whipped puppy all the time?" And Willow got to seem him quite often thanks to the fact that he was staying at SI for now. His landlord had rented out his apartment to someone else before Angel's rent had even run out, figuring he was just another addition to Sunnydale's crime-statistics.

"I know better than to tell him that," her friend snorted but her mind seemed to be elsewhere. "He's just having a hard time accepting. In a way, it's only been a week since we made love for him. I've had almost two months to come to terms with it," the blonde finished absently as she wheeled herself in front of a keyboard and mouse. "Whipped, a whip, yeah, that could work. Just need to rework the armor a little, make it more modular," she mumbled before looking up and smiling gratefully at Willow. "Oh, thanks for the idea by the way. I think I've found a solution to my little problem."

"Uh, you're welcome." The redhead eyed her friend feeling pretty baffled. Was she really this much over Angel or was she just pretending. And was either possibility healthy or should she be worried? Questions, questions, but this time she couldn't go to Buffy for answers.

**Sunnydale High, Library**

"So Kendra's Watcher still hasn't changed his mind?" Buffy asked Giles.

"I'm afraid not, Buffy. He remains of the opinion that your "untested" inventions are wholly unnecessary at best, or a dangerous distraction at worst."

Buffy made a face at that. In her opinion, there was no room for nostalgia in slaying. And her inventions were not untested. Buffy had used both the stake-launcher and the collapsible sword herself for a couple of weeks before sending them on to Kendra. "Well, that's stupid. You think he'll forbid Kendra from using the synthetic spider silk tops and leggings I just sent her too?"

"I honestly can't say, and to be honest I'm more concerned right now with whatever possessed the janitor. It has already killed Miss Franck and since he seems to be unable to remember what he did, this entity may still be roaming the school."

"What about my lead? I mean, I don't get flashed back to the fifties every week, Giles." The joys of the Hellmouth, just when Buffy was ready to celebrate Spike and Drusilla skipping town, visions from so far back it was in black and white started to distract her in the middle of class.

"A, ah, ghost would be one explanation though I've never heard of one strong enough to manifest a weapon. If it is this James, though, there are a number of ways we can deal with him."

"Good. I'll do quick check to make sure nobody else is here to get possessed before I go on patrol."

"Yes, well, do be careful. You are not bulletproof."

"Not to worry, Watcher mine, I've got protection." Which sounded a lot more innocuous in her head. "Uhm, against bullets, I mean. Because I'm wearing a ballistic shirt. Oh, you know what I mean."

**Sunnydale High, Music Room**

The kiss lasted a moment longer after Grace's ghost left her, then Buffy stepped away from Angel feeling slightly violated by the possession.

"Buffy," Angel called out. "Wait, didn't I shoot you?" He moved towards her reaching out with his arms.

Buffy took another step back. "You did, and I got the bruised rib to show for it."

"How?"

"Synthetic spider silk," Buffy explained as she indicated the bullet hole in her blouse showing the black fabric that she was wearing underneath it. "Not as good as the real stuff, but you don't need giant spider farms to collect the stuff. Though I think the bulletproof vest is going to need a few more layers than what I got. And some non-Newtonian fluid in between to spread the kinetic energy 'cause hey, not everybody is a Slayer," she babbled.

"Uhuh. Are you sure you're fine?"

He made to approach her again and this time Buffy didn't step back, instead she held her hand up to stop him. "Don't. I'm fine and this won't make things easier."

"This? Buffy, we shared a kiss."

"We did no such thing. James and Grace shared one using our bodies to do it. It doesn't change anything."

"I don't believe that, you can't turn off your feelings just like that. Don't you see, they picked us for a reason. Because they didn't want us to make the same mistakes they did," Angel half-shouted.

Buffy, however, remained calm. "There's one problem with that theory and that is that you're assuming we're in the same situation as they were. We're not," she said with all the finality she could put into it.

"I don't believe that," he repeated.

"That's because you're forgetting everything that happened before that night." The Slayer didn't feel she had to explain what night she was talking about, he would know which one she was referring to. "We were growing apart, remember. I was changing and you couldn't handle that."

"That's a lie, I never stopped loving you!"

Buffy shook her head. "You... You just don't get it," she concluded in a tired voice. Did he think she'd stopped caring for him? Well, he was starting to get on her nerves with his behavior but the issue wasn't love. The problem was that they weren't going to work out for a variety of reasons. 'We didn't work out,' Buffy corrected. "I'm staying with my Dad this summer. I want you out of SI by the time I come back. Goodnight Angel." And with those words she turned around and walked off.

**Summers Industries, Sunnydale Branch**

"So where's Deadboy?" Xander asked looking around the lab. Angel kept saying he was looking for a new place to live, or unlive as the case may be, but all he did as far as Xander could tell was mope around the complex. And given that Buffy had broken up with him, it couldn't be easy for her either.

But the Slayer hadn't bat an eye at the situation in these past few months, even now she simply replied, "Oh, he's sparring in the holocage."

"Yes, speaking of the holocage," Giles said. "I was meaning to ask you if you would be so kind as to supervise the installation of the demonstration model at the LA office while you're staying there."

"Sure, no problem. But I called everybody here because of Xander's birthday," Buffy revealed.

"But my birthday isn't for another two weeks," Xander remarked surprised.

"And I will be in LA by then. I'll ask my Dad if I can come back early so I can be there to celebrate yours," she told Willow. "But we don't get to see each other a lot so I can't make any promises. It's also why I want to give Xander his gift now."

"Alright, early presents. Lay on, MacBuffy," Xander quipped rubbing his hands together.

The Slayer chuckled obligingly before leading them all to another part of the complex where a bodysuit was laid out on a table. It was dark blue, made out of a pretty thick, almost rubbery substance and even had a hood that only left the area around the mouth free. Beside it lay what looked like a bulky version of Batman's utility belt. "I present to you, the Rebirth suit," Buffy announced.

"Rebirth," Xander repeated looking sharply at his friend. Memories of searing pain and chaos dancing around in his mind at the mention of the word. It had been the name of the project that had turned Steve Rogers into Captain America. 'So why did Buffy decide to name this costume after that?'

She nodded. "I couldn't really think of a better name. Anybody that wears this suit will have his strength and speed increased by a factor of five. The suit also has inbuilt optics that are a step-up from the Vision-glasses and a com you can use without vocalization. You just need to move the right muscles and the suit takes care of the rest. It's nowhere near as impressive as what the real Captain America could do, but it's the best I can manage," she apologized.

"How exactly did you manage this?" Giles inquired.

"Artificial muscles," Buffy replied. "Tonya looked into them as a possible upgrade for her armor, but she had trouble armoring a suit that used them. This suit, however, doesn't have that problem because it is protected by synthetic spider silk which can stretch and contract right along with the muscles. The layer I put on the suit is just as thick as the ballistic garments you're familiar with, so it's strong enough to stop gunfire and the muscles underneath are programmed to bunch up automatically when they register an impact to spread the kinetic energy out. So Xander should be pretty safe in this. And before you ask, the power for it all comes from the belt."

"Wow, thanks Buffy. This is the best present ever!" Xander exclaimed.

"Oh, but this isn't your birthday present" the blonde answered innocently. "I already have Jarvis working hard on several more for Willow and Giles."

"Huh?"

"Nope, this is your present," she revealed as she hauled up a round shape wrapped up in canvas. "First piece of Adamantium steel ever cast on the planet." Buffy rapped the shield but didn't remove the wrapping. "I'll be using the stuff for the Mark II's frame too, though not the suit's armor. This alloy is tough enough to withstand a direct hit by a tank-shell."

"But my arm isn't," Xander noted. He knew the problem well enough from Steve's memories. His original shield had vibranium in it, something that didn't exist in real life, and could absorb a lot of the energy. Adamantium was very strong, but it didn't have that particular feature. "If I try that stunt, my arm will snap like a twig."

Buffy nodded. "Exactly, good, that means I can skip that safety briefing. Oh, there was just a little hitch when I wanted to give it to you. You see," the blonde continued as she finally started to unwrap it, "I had to justify the expense to the people at Finances somehow and I settled on advertisement," Buffy finished as the shield was finally revealed.

It was black with only the company's name and logo in silver on it. "Oh, and just to make sure it will stick you're going to have to call yourself Captain Summers Industries when you're wearing the suit," she told him in all seriousness. "Or Captain SI," Buffy added still sounding utterly sincere. Her expression faltered a second later at the sight of his pole-axed face. It was only after the blonde started laughing uproariously that Xander finally figured out she'd been kidding.

Relieved, he chuckled along. "Seriously, it can be removed, right?"

VVV

Angel worked his jaw as the holo-vampire drew back out of range of any counter-attack by him. The holographic opponent had a blank expression and wasn't sweating, unlike Angel who had been going at it since this morning. The souled vampire was tired, making mistakes, but he didn't even think of quitting.

'She's going to LA any day now,' he thought again as he kicked out at his enemy's legs. The hologram danced out of the way, like always, and Angel used the opening to launch a fast combo of punches at him. 'And she wants me gone from here. And I can't, I need to be there when Buffy comes to her senses.'

An idea struck him, followed up by the holo-vamp's elbow which sent him sprawling. "End simulation," he called out. Angel didn't want to get distracted right now. The hologram dissolved into thin air and he sat upright. 'What we need is a change of scenery. Some place that won't remind us of all the bad things that happened. I need to move out anyway, so why don't I follow her to LA?' He nodded to himself. 'Yes, yes, this will work. I'll bump into her in a bar or a club, we'll share a drink, talk, and she'll remember we belong together.'

Smiling, Angel got up. There was a lot to do, like finding a place to live while he was in Los Angeles. Something that Buffy would feel comfortable in.

**Los Angeles**

Dana was sitting at the edge of the dance floor finishing her drink when a blonde chick approached her. She was dressed in a short skirt and top and her heels didn't hide the fact that she was slightly shorter than Dana. "Uhm, hi," the blonde said with a sheepish smile. "I was wondering if you could help me out with something."

"Hi, uh, what's the problem?" Dana asked cautiously.

"See that guy over there," she indicated a pale, good-looking man looking right at them. He also looked uncomfortable, like he was unsure how to act with all these people around. Dana made a sound that she did and the blonde went on. "That's my ex, except he doesn't see it that way and now he's followed me here all the way from Sunnydale. I'm staying with my Dad for the summer. Oh, I'm Buffy by the way," Buffy revealed offering her hand.

"Dana," she replied taking the hand. "And say no more, I've had a few bad breakups myself." It earned her a small smile from Buffy who's hand lingered a moment longer in Dana's before the blonde slowly retracted it. Dana frowned as she belatedly began to wonder why Buffy was telling her this. "Actually, you're going to have to say a little more. Like, how I can help you out with this problem."

The blonde's smile grew brighter and her green eyes positively twinkled. "I want you to dance with me. That should convince him I'm no longer interested in him," Buffy explained.

"Uh... dance?"

"Yeah, I really want to make it clear to him we're over," the blonde clarified.

"I'm sorry if I've given you the impression, but I don't swing that way. Not that there's anything wrong with it," Dana hastily added.

"Ah, but we're trying to convince my ex that I do. Come on, just one little dance. Please?" And then she actually pouted which looked undeniably adorable. And that was the right adjective for it because Dana found herself nodding in agreement a moment later.

They were already on the dance floor, their bodies very close even though it wasn't that packed, when Dana realized Buffy had never said she was actually straight. Her body tensed on its own. "Hey, relax," Buffy said. "You ever danced with one of your friends?" Dana nodded, she had and at the reminder her muscles relaxed a bit. Buffy noticed too because her eyes got a little more mischievous. "Hmmm, it's exactly like that. Just closer," the blonde purred.

Dana felt her cheeks heat up at the suggestive tone, but strangely enough her body didn't tense back up. She also kept staring into Buffy's eyes, something she only realized some time later when Buffy asked her if she saw her ex. 'Maybe I've had one drink too many,' she considered. "Uhm, yeah. I see him. He doesn't look happy." For some reason Dana had to say that while looking into those green eyes again.

"We better make it more convincing," Buffy considered before closing what little distance remained. "So tell me Dana, how convincing do you want to get?" she breathed.

For some reason, Dana's lips felt really dry all of a sudden. Why that question was suddenly so hard to answer, though, was easy. She was drowning in the reason. The soft, wet, supple reason teasing her lips open right now in front of everybody. It didn't take Dana long to groan her answer.

VVV

'I promised Giles I was only going to use that ID to fight evil, not for evil,' Buffy groaned as Dana's very naked body pressed a little closer. When her Watcher had given her the fake identification to get her into bars and clubs, it had been for the express purpose of going there to find and slay vampires. Not to find and bed women that were at least a year older than Buffy. 'But at least it was the wow-kind of evil,' she couldn't help but add as a montage of last night's events played before her mind's eye.

Having Angel go all stalker and follow her to LA had been a very unpleasant surprise. Approaching Dana like she had was a spur of the moment thing, born of desperation at Angel's unwillingness to accept her decision. To make things convincing she'd relied on Tonya memories and from there it had snowballed straight into Dana's bed. Buffy didn't even know how much Angel had seen, she'd forgotten about him right after she started kissing Dana.

Her eyes strayed to the woman. 'Definitely wow,' she decided. Of course, this also meant she now had to do some long, hard thinking about her sexuality. 'Great, one more thing to angst over. I'll put it on the list, right after an early death and before my choice of college.' Such thoughts helped distract her from the impulse to just go now. Tonya had done that a lot as she had been used to getting up early, but it reminded Buffy too much of what Angel had done to her. So even though the sun had come up and the Slayer was wide awake, she stayed right where she was.

It was a little harder to keep her hands to herself, but Buffy didn't know if Dana would appreciate being groped in her sleep so the blonde persevered. She didn't have to endure the torture long before Dana groaned, signaling she was about to wake up. Dana stirred, then froze a moment later, probably because she sensed the body next to hers. One eye opened to peek at Buffy.

It widened almost comically as Dana froze even more than before, a feat Buffy hadn't thought possible. "Good morning," she greeted Dana cheerfully. The blonde didn't want to add to Dana's anxiety by hinting at her own confusion of what they'd done together.

"Uhm, good morning. Did we really...?" Dana seemed to have answered her own question because her head got red as a tomato. The blush actually went down her body, something Buffy had a pretty unobstructed view of. And pretty was the right word. "We did. I, I never, I've never done anything like this," she whispered.

"Well, if it helps anything I haven't either," the Slayer confided to her which earned her a look of disbelief. "It's true. Angel, my ex, he was my first." Buffy couldn't help but let her fingers trail over Dana's forearm. It was weird how easy she could say that now. Dana shivered and followed Buffy's hand with her eyes but didn't pull away.

"Uhhh, what time is it?"

The blonde looked over but didn't remove her fingers. "Just past seven, why?"

"I need to get to work at eight," Dana explained distracted as Buffy's fingers were now ghosting along her shoulder and over to her back.

"Hmm, guess that means we got some time to fill. Any suggestions how?" the blonde asked closing the distance between them. Worrying about the how, the why and the rest could wait a little longer. Living in the moment sounded just fine right now. Yet she stopped halfway when an errant thought captured all her attention. 'Dad's probably going to wake up soon too... Oh shit, Dad!' Suddenly, the future became entirely relevant again.

The Slayer jumped unceremoniously out of bed and started hunting for her clothes. "Uhm, did I miss something?" Dana wondered.

Beginning to panic, her brain wasn't really connected to her mouth as she said, "I'm sorry, I forgot my Dad is going to wake up real soon and if he finds out I was out all night he's going to ground me for the rest of the summer!"

"Wait, your dad will ground you? How old are you?"

Hearing that question, Buffy finally realized what she'd just let out. Smiling sheepishly at Dana, who was now sitting upright in bed, she managed to make things a little worse. "Uhm, seventeen?"

"Seventeen!" Dana exclaimed.

"I'll be eighteen in a few months, if that helps." It didn't.

**Sunnydale, Renshaw Cemetery**

He'd been going out in the suit for three weeks now, but Xander still had moments where he felt vaguely ridiculous running around in a superhero-costume. It helped that the outfit gave him actual superpowers and that he'd taken out seven vampires in it.

The shield was a different story, that had felt right from day one. It looked right too, once Buffy's practical joke had been removed, as she'd had very thoughtfully given it the same red and white rings with a star in the middle as Cap's shield. On the downside, he was still getting used to throwing the thing. Steve had no problems with it, but Xander didn't have his enhancements and sometimes his body seemed to forget that.

He came to a dead stop at the sight of two guys crossing the graveyard in the distance. The way they looked on the suit's thermal vision made Xander think they were vampires, yet there was something off about that conclusion. Their body temperature was slightly above that of the surrounding air but their thermal signature was weirdly shaped, like there was something inside of them wearing those bodies like suits. That was the best analogy Xander could come up with.

'Only one way to get to the bottom of this.' Xander jogged towards the two but they spotted him before he was even halfway. He knew that because they both twisted their necks impossibly far to look at him giving him unpleasant flashbacks to Ms. French. "Can't be, Buffy destroyed all the eggs," Xander argued with himself as he came to a stop.

Both sniffed the air before emitting some kind of chittering sound. Then they turned around completely and started to lope towards him. The two also dropped their disguises, their skin and clothing disappearing without a trace, but their true appearance took Xander by surprise. Because there were some noticeable differences between these two and Giant Praying Mantis-Lady. Ms. French had looked like a larger version of the insect, complete with standing on four legs and scythe-forearms.

The two green, bugmen coming at him were still running on two legs and their arms had three-clawed hands. Their heads, though, looked exactly like Ms. French's had. Which brought some squicky possibilities to mind. "Oh, I really hope they don't want to mate with me," Xander prayed readying himself to receive their charge. They'd almost reached him when the one closest one started to sweep his arm up. For a moment, Xander thought he'd misjudged the distance or something but instinct told him differently.

So he had his shield between him and the bugman when a serrated blade of chitin swiveled out of the thing's forearm and skimmed uselessly over the Adamantium steel. 'Oh thank God, they just want to eat me.' There wasn't a lot of time to celebrate that fact, because it wasn't the only blade coming at him. Bugman number one swung his other arm with the blade already extended. Without angling his shield, Xander swung it to meet that blade and stop it in its tracks. The thing's clone meanwhile, started to flank him. 'Probably thinking they can force me to backpedal or get double-teamed. Not gonna happen,' he resolved.

Because his shield wasn't just for protection, it was a weapon too. Leading with it Xander plowed into bug-man one, knocking him off his feet or claws or whatever you called those on an insect. The insect tried to bring an arm up in defense, but he simply swept it out of the way as he retrieved the axe hanging from his belt with his free hand.

Xander was already crouching down before he even knew why he'd done that. The reason hissed overhead as two chitin scythes intersected the space Xander had occupied only a moment before. He swung the axe up at his attacker but the bugman just jumped out of the way, its job done. And that was to give its partner the time and opportunity it needed to get up.

He couldn't help but grunt as he caught the overhead swing of both of the creature's arms with his shield, the impact traveling down his arm straining the suit's artificial muscles. This time, Xander let himself fall backwards turning it into a roll as the soft sound of the blades burying themselves in the ground reached him. Breathing fast now, Xander stood up still facing two Praying Mantis demons.

'Dammit, Steve would have taken care of these two by now. Steve has stood up to gods, these two should be a piece of cake.' Xander sighed as the answer came to him. 'For Captain America it might be, but I ain't him. Cap trained for years, I've only had a few months. Steve's enhanced on all fronts, this suit just makes me a little stronger and faster. Face it Xander, you're not Steve Rogers. I'm not going to win this on my own,' he admitted grudgingly. 'Let's just hope Willow has an idea.'

"Call Willow," he subvocalized. The suit's neuro-sensors caught the movement of his muscles and translated it into a command. A ping told him contact was being made and not a moment too soon because the two insect-men were advancing again. And they were being unhelpfully cautious about it as they chittered incomprehensibly to each other. "Should've packed a repulsor-pistol. Come on, Will. Pick up, pick up."

**Summers Industries, Sunnydale Branch**

Jarvis had written the framework for the OS, but Willow liked to write some of the features into it herself. She was busy with that while waiting for Oz to pick her up. They were going on a romantic dinner, just the two of them. Unfortunately, the Hellmouth intervened in the form of Jarvis alerting her to an incoming call from Xander. "Xander, what's up? You only left, like, half an hour ago."

"Willow, I'm kind of busy here," Xander responded sounding out of breath. "I'm getting my butt kicked by two bug-demons that look a lot like Praying Mantis Lady. I need help."

"What!" Willow exclaimed as she shot out of her chair. But she didn't make any other move because the redhead was at a loss how she could help. "But Buffy destroyed all the eggs," she protested. "And what do you mean, look like? What's different. Is anything different or are just saying that because all the eggs are des-"

"Willow," Xander cut her off. "Not the time! I know Buffy used a sound to drive bug-lady crazy, what was it?"

"It was a recording of bat sonar," Willow supplied happy she now had a way to help her friend. The cheerful mood collapsed just as fast as several problems cropped up. "Which isn't here and the school is closed for the summer so we can't make a new one. Oh, I got it. Jarvis, do you have an audio recording of bat sonar?"

"I do not, Ma'am," the AI informed her. JARVIS was quiet for a moment, then spoke up once more. "I have found the frequencies bat sonar operates on. Using that, I can replicate the sound a bat would make. Would that suffice?"

"Yes!" the redhead enthused. "But how do I get it to Xander? There are no loudspeakers on his suit so..." Willow trailed off as her eyes looked past the wall of her lab to where she thought was the location of the Mark I. 'It has loudspeakers and it will only take me a few minutes to reach Xander if I fly.'

Of course, she'd never been in the armor before... "Willow, please tell me you've got something!" Xander called out sounding a little desperate now. Decision made, she answered, "I'll be there in a few minutes. Hang on!"

VVV

'This was a bad idea,' Willow thought as she over-corrected once again sending the armor jinking back to the right. She probably would be doing a better job of flying if her skirt wasn't lying on the floor of SI, but the armor hadn't been made with those in mind. The armor might hide her from view, it didn't stop Willow from feeling like she was flying over Sunnydale half-naked.

With the HUD indicating they were close Willow decided to set down and walk the remaining distance. 'Okay, now push yourself into a vertical position, gently, gently. That's right, easy does it. Easy. Hey, where did that tree come from?' Twisting aside in an effort to evade its grasping branches Willow accidentally directed most of her thrust away from the ground. Gravity pounced without a moment's hesitation dragging the armor and her down to the ground.

In a last-ditch attempt to slow her descent down Willow extended her right hand out, the only appendage still vaguely pointed at the ground. It was just in time to meet a headstone which came apart under the impact, the rest of the armor landing amidst its debris.

For a few seconds, Willow just lay there trying to orient herself. "Ooooh," she groaned as she tried to get up only to fall down as her right hand refused to move. It was only then that Willow noticed the damage-indicator on the helmet's display. Looking down, she saw the problem. A ragged crack bisected the right hand's palm-repulsor, a piece of the headstone stuck inside of it and as she watched a few sparks briefly illuminated the inner workings of the mechanical hand.

"Buffy's going to kill me when she hears I wrecked her armor," Willow moaned. She didn't dwell on her best friend's displeasure for long, though, because her other best friend was still in serious danger. Rolling over she managed to use the one still working hand to push herself up. She was about to set off for where Xander was when she noticed the information on the HUD had changed. More specifically, the distance between Willow and Xander had shrunk drastically since she last looked. 'Probably heard the crash.'

Xander himself came into view a moment later vaulting over a headstone not destroyed by her landing. Two bug-demons, seemingly undeterred by the cracks in their chitin-armor, were in hot pursuit. Very hot pursuit, because one managed to hook one of its arm blades behind Xander's foot as he jumped over the grave marker tripping him up. Somehow, her friend managed to turn the tumble into a roll ending with him facing the giant insects that were now jumping over the headstone too.

Not missing a beat, Xander threw his shield at one of the demons catching it in the thorax and stopping its forward momentum completely. It landed on top of the grave marker as the shield bounced away. The other insect-demon's progress was unobstructed and it was now storming towards Xander. "Willow, you better start singing!" he called out ending with a grunt as he caught the insect's forearms before the blades could reach him. The next instant those blades swiveled down hitting Xander across the shoulders.

Willow couldn't see if they'd penetrated, but Xander's aborted cry of pain made her fear the worst. "Jarvis, turn the volume up to full and start broadcasting the bat sonar," she ordered.

Most of the noise was too high for the human ear, but what they were left with still grated on Willow and Xander's ears. The effect it had on the man-sized Praying Mantises was more pronounced. The one wrestling with with Xander reared back, tossing its head around like it was hoping to shake off the sound. Her friend didn't hesitate to make use of the opening and took a hold of the insect-demon's head. He didn't twist, but pushed the mandibles up forcing the head in a direction it wasn't supposed to go.

A sharp crack cut through the continued screaming of the bat sonar, the bug-demon's flaying arms fell silent as it body fell to the soft grass leaving Xander to hold the thing's head. "Xander, wouldn't it be easier to use your axe?"

Dropping the head, her friend nodded. "If I still had one, yeah. But one of them sliced clean through the shaft so I won't be doing a lot of chopping with it any time soon."

"It's that sharp?" Willow asked alarmed. "But they sliced you too! Are you bleeding? Do you need stitches? Should I call an ambulance?"

"Nah, Buffy knew what she was doing when she made this. My bruises got bruises, but other than that I'm fine," her friend assured her with a lopsided smile. Xander looked in the direction of the remaining bug-demon. "Hey, he's escaping," he shouted.

Willow followed his gaze and saw that Xander was right, the last insect-demon was shambling away and its stride was getting steadier with each step. "I got it," Willow called out pointing her only functional palm-repulsor at its back. A target reticle appeared on the HUD, shaking as it showed where her shot would go. "Steady, steady," Willow whispered to herself. She couldn't wait too long, but firing and missing wasn't going to help either.

She barely noticed Xander rushing towards where his shield lay as she licked her lips trying to finesse the gauntlet onto the target. She'd already pulled the trigger before it had entered her conscious mind that she should do so; the beam spanning the space between Willow and the bug-demon in the time it took her to realize she'd fired the repulsor. It still nearly missed, clipping the creature's head and sending it falling forward straight into a headstone.

"I did it! I got him!" Willow exulted hopping the armor up and down.

"Nice shot, Wills," Xander called back as he jogged over to where the demon was sprawled out on the ground.

"Where are you going, Xander? I already..." The sight of the Praying Mantis foot twitching cut her off.

"I was afraid you only stunned it," her friend responded hefting his shield up with both hands before bringing it down across the thing's neck. A spray of bug juice spurted up, some of it hitting Xander's face. "Oh, yuck, blegh, that's foul," Xander retched.

Concerned, Willow trod over to him only stumbling twice. "I think this is enough patrolling for you for one night, Mister," she said seriously. The redhead wished she could use her resolve-face just to make sure Xander would understand she was serious.

It turned out to be unnecessary because her friend only gave a tired nod. "No argument from me." He made a face. "I really need to get this taste out of my mouth. Telling Giles I ruined his battle axe can wait till tomorrow."

"Great, I'll, uh, walk you back to SI. Can't be too careful after all." Willow started to follow him, but Xander didn't turn towards the SI-complex. Instead, he went back the way he'd come. "Uh, I thought you said you were going back to SI?"

Xander nodded, but didn't stop walking in the opposite direction as Summers Industries. "I need to pick up those battle axe pieces first. It's okay, you can fly ahead so you can keep your date with Oz. It's not like I need a babysitter," he joked.

"No, no, it's no trouble at all. I, uh, I want to take one of the insect-demons with me anyway. For study," Willow added hiding her right hand behind her back walking along with Xander. The excuse was pretty good in her mind too. Buffy had expressed some interest in trying to come up with a sensor that could pick up on mystical energy and something had to keep these Giant Praying Mantises from collapsing like they should.

But her action only called attention to the busted appendage and with a burst of speed, Xander stepped back to get a clear view of the ruined gauntlet before Willow could react. "I thought I heard a crash. Looks like we're in the same boat, we'll both have to tell someone we ruined one of their toys."

He was right and Willow was so not looking forward to that. "Uhm, trade you?" she proposed. But Xander just shook his head and chuckled. 'Okay, how to say this? Buffy, I broke your armor fighting off demons? Buffy, I sort-of, kinda, destroyed... No... Buffy, your armor got, like, a little dinged when I had to use it to save Xander? Hmmm, that might work.'

**Willow's Home**

REDTREE:

Something happened last night on patrol. And before you get worried, we're all fine. :)

Plucking at her nightgown, Willow waited for Buffy's reply. They chatted just about every day, but today was different because she was going to have to break the news to her friend that the Mark I had gotten damaged pretty badly. That was why she'd waited until nightfall to do this. Well, that and because Oz was in Ventura with the Dingoes so Willow had the evening to herself. Hanging out with Xander wasn't really an option when he was sure to ask awkward questions like if Willow had already talked to Buffy about wrecking the armor.

IRONB:

That's good to hear. And now that you've suitably prepared me, you can go ahead and tell me what happened.

REDTREE:

You remember Ms. French?

IRONB:

Yes

REDTREE:

Looks like we missed some eggs, because Xander got attacked by two demons that looked a lot like her. The difference was that they only had two legs and their arms ended in actual hands. They did have these blades that popped out of their forearms. I'm thinking the differences are because of their gender, I dissected one of them and it's definitely a male.

IRONB:

But everybody is fine?

REDTREE:

Yeah, thanks to you and Jarvis. That spider silk really protected Xander and Jarvis came up with a substitute for the bat sonar!

IRONB:

Hold on, what do you mean Jarvis came up with a substitute?

REDTREE:

He looked up the frequencies bat sonar worked on and proposed to synthesize the sounds himself!

Willow should've added the part about using the armor's loudspeakers now, but that led to what had happened to the armor. And that news had to be revealed in just the right way.

IRONB:

Aw, I missed the AI's first show of initiative? That's too bad. But how did you get the recording to the demons? Xander's suit doesn't have any external speakers.

The moment had arrived. Taking a deep breath, Willow started typing.

REDTREE:

I used your armor for that part. I flew it to him and I kind of botched the landing. The palm-repulsor in the right hand got this big crack running straight through it. I'm really, really, sorry, Buffy.

She didn't have to wait long for Buffy's answer.

IRONB:

Don't worry about it, the Mark II is half done now so at this rate I'll have a new armor by the time school starts. In fact, you've got my permission to try and repair it yourself. Ask Jarvis for help, he knows where the spare parts are. More importantly, how did you like your first flight? :)

REDTREE:

Terrifying

IRONB:

I'll coach you next time. Sounds like Sunnydale is a lot more active than last summer.

REDTREE:

Yeah. But how is LA treating you? Have you seen Angel again since the club?

This time, Buffy's reply took a while to appear on her screen.

IRONB:

No, haven't seen him since the club. I guess dancing with that other person finally made him realize that it's over. Still haven't heard from that other person either, you know I gave her my phone number but that person still hasn't called.

Willow of course already knew Angel had popped up in LA after leaving SI. 'I gave her my phone number?' She'd been wondering where he'd gone and it sounded like he was still struggling. 'I gave her my phone number?' Willow read the message again, not really believing what she'd read. 'I gave her?' And yet there it was. 'Her?' Buffy had only referred to this new person as, well, "person", but this was... Willow had to ask.

REDTREE:

Her?

IRONB:

He he, surprise? I'm sorry I didn't tell you sooner but Dana caught me off guard. And when I say off guard, I really mean that. One moment I'm dancing with her trying to make it clear to Angel we're through, the next I'm waking up in her bed. But I guess I surprised her even more, because she still hasn't called me.

IRONB:

I hope this doesn't make things weird between us?

REDTREE:

No

She pressed Enter, sending the lie on to Buffy because how could Willow explain to her friend that it was weird, in a weird way. Had she mentioned it was weird? The idea of Buffy with someone from the same sex, another girl, or woman, sent a storm of emotions whirling through the redhead. For example, she instantly disliked this Dana but weirdly enough the dislike grew after Willow recalled that this girl wasn't calling Buffy back. Shouldn't that be the point where her dislike started? That was her duty as Buffy's best friend, so why the heck did it feel more personal than that. Like Dana had wronged her somehow?

Shaking her head, Willow decided to change the subject for the sake of her own sanity.

REDTREE:

Do you know yet if you'll make it to my birthday party?

Leaning back in her bed, with the laptop perched on her legs, Willow waited for Buffy's reply not thinking of Buffy and this Dana together. Having fun in some bar. Probably drinking and laughing as they danced together. Nope, she wasn't thinking of that at all. 'I bet Dana goes around and seduces girls like Buffy all the time. Buffy said she got caught off guard.'

**Summers Industries, Los Angeles Branch**

Lou Branch followed his colleagues into the room that had seen a lot of activity in the last few weeks. He found that most of the space was occupied by what looked like a cage with a console outside of it. The cage's material looked to be plastic and the grating was quite thick. Whatever it was couldn't hold his attention long, though, compared to the person standing inside of it.

The blonde wasn't dressed in anything business-like, her top for one didn't cover one bit of her arms and those pants were quite tight. Heels added a little bit of height to her but she was still on the small side. Not to mention young. The entire outfit made the technological gloves that nearly reached her elbows look even more incongruous on her. 'This is the person that's going to give the presentation?'

The legal department had already arrived and was arrayed before the blonde so Lou and the rest of Finances stepped inside and joined them. From up close, the girl was even more striking. Her eyes shining with both intelligence and a mirth that seemed ill-suited to what was supposed to be yet another dull meeting.

"Could you close it up?" The blonde asked Brenda, who was the last one to enter the cage. Brenda did so and after the blonde had thanked her, she finally introduced herself. "I'm sure you're all wondering who I am and what new product exactly you're getting a demonstration of today. To answer your first question, I'm Buffy Summers and I'm the head of R&D for Summers Industries."

That announcement earned her looks of disbelief from most, but Lou's reaction was one of renewed interest. 'I knew Buffy Summers is still in high school, but I was expecting someone more... geeky. This girl looks like a cheerleader.'

The girl, Buffy, went on unfazed by the reaction of her audience. "I'm also the one who designed the holocage you're standing in right now. And yes," she looked over at the three lawyers making up the Legal department, "that's why we had you trademark that name a few months ago. Now, officially you're all here to learn how this works so you can give demonstrations and because it's kind of hard to convince prospective customers to buy our product when you don't know what it is you're selling," she finished with a wry smile.

"But why tell you when I can show you!" At the end of the sentence, Buffy pressed a button on the left glove and the world around them changed. Sunlight streamed down from a clear blue sky, reflecting of the water surrounding the island they were now all standing on. Behind the blonde was a stone bench, and looking behind him Lou found several more arrayed in a semi-circle.

It clearly wasn't real, though, because he could still feel the springy material of the cage's floor under his soles instead of the grass and soft earth his eyes were telling him were there. The scents hadn't changed either. That certainty that he was in some kind of hologram got shaken when Buffy sat down on the bench without falling right through the illusion. "Why don't you all take a seat for a minute while I explain what this is," she proposed.

Lou didn't need to be told twice and was the first to try it out. His colleagues hesitated, some even waiting to see someone else taking a seat before following suit. Branch wasn't paying attention to that as he was more interested in the feel of the bench. It looked like stone, and the texture matched what his eyes were telling him but there was something missing and it took a few moments for Lou to figure it out. There was no give, not a particle of dust came off the bench. Almost as if his finger didn't exist as far as the bench was concerned.

"You all are probably wondering how exactly we managed to make a hologram solid," the blonde spoke up pulling Lou away from his study of the bench. "And the answer is that we haven't. The bench you're sitting on has a resistance to solid matter passing through it, yes, but it has no mass. The only reason you can't push it over with your pinky is because the computer has no idea any of you are here. There's only two ways to manipulate the simulation and that's with the console outside, and with these gloves." She held her hands up to show them off better.

"The gloves are mostly for actually interacting with the simulation while the console is for controlling its settings. By the way, this is the only time there won't be anyone at that console. The holocage is safe as can be, but that's no excuse to take chances." She looked each one of us in the eyes to convey she meant that before moving on. "With the buttons on the glove you can do a few things too like starting and stopping the program. Or move on to the next demonstration," the blonde finished pressing the same button on the left glove as before. And like before, the world changed.

It shouldn't have caused the surprise that it did, but then, nobody had expected to suddenly sit on a bench in what looked like outer space. Between him and Buffy hung a flaming orb the size of a basketball with smaller orbs that were not on fire orbiting around it. It only too a moment for Branch to realize he was looking at a representation of the solar system.

"I chose this one to illustrate another mechanism of the holocage," Buffy explained. "In the previous scenario, the amount of force I could exert with the gloves on anything was no more than what it is in real life. In this one, that's not the case." The blonde stood up and weaved through the first few planets until she reached the biggest marble which Lou recognized as Jupiter. With a single finger Buffy pushed the planet inwards sending it on a path that took it pretty close to a small, red orb and dragged it out of its orbit as well.

The entire audience watched silent as Buffy's little push unleashed Armageddon in the inner solar system. Then it was all gone, and Lou found himself looking at a translucent combustion engine in operation hanging in the air. The various parts were all color-coded making it even easier to discern what was what. Through the engine, he could see Buffy approach it. "As you can see, there's a number of things the holocage can be used for. Presentations, simulations, design, architecture, and a dozen more I haven't thought of."

Lou did his best to pay attention to what he suspected was their real boss was saying, but it was a little difficult. After all, he'd just found out the company he worked for was going to sell the next best thing to holodecks.

VVV

Buffy sat back on the bench wearing only the left glove while her audience took turns playing around with the solar system using the right glove. Their excited whoops and chatter was the only thing interrupting the hum of the cooling units. The prototype back home didn't use gloves, instead it used a bunch of sensors and a good chunk of their mainframe to keep track of what the user was doing. When it only had to keep track of what a pair of gloves were doing who were sending that information themselves, it cut the required processing power in half.

Yes, the briefing had gone well. Other things in Buffy's life, however, had not gone as well. Oh, she'd managed to get home before Dad woke up, but Dana had yet to call back. And after some soul-searching, Buffy had come to the conclusion that she would like that. At first, the blonde had worried her feelings had only been an echo of Tonya's memories. It didn't feel like that, even now her memories of that night evoked intense feelings within her.

Which of course begged the question of whether she was gay now. On the one hand, Bratt Pitt was still the eye-candy he'd been to Buffy before Dana. On the other hand, there was Dana. A Dana who still hadn't called back. 'You need to give it a rest,' the blonde told herself. 'You heard her, she's probably as confused as you are about all this. So you need to give her room and time. And if she decides never to call... Then you'll just have to accept that.'

**Los Angeles, Angel's Apartment**

He had a knack for not getting noticed and Whistler used it now to get into Angel's place. The place was as gloomy as the alleyway he'd first found Angel in, but at least it was a lot cleaner. Having sneaked up on the vampire, Whistler posed the question his bosses wanted an answer to. As a matter of fact, he himself would like to know too. "Angel, why aren't you in Sunnydale?"

And it was a good question, because last he checked the boy was all gung-ho on protecting that cute, blonde thing of his. He hadn't had any problem with that, since it meant Angel would be in place to stop Acathla from sucking the world into hell. Except, the hour had arrived and Angel wasn't in Sunnydale. For that matter, Acathla was a no-show too. And that had set the PTB's in a tizzy.

So here he was, looking Angel up who was slumped in a couch in an apartment that was not in Sunnydale. Angel's reaction was sluggish, lethargic and it was only now that Whistler got a good look at his agent. "What the hell happened to you?" Angel, champion for the Powers-that-Be and one of the nicer feathers in the balance demon's hat was obviously drunk.

It only earned him a bitter laugh from the man before he guzzled down what remained of a bottle of whiskey straight from the source. "What happened? You want to know what happened?" Angel laughed again. "Join the crowd!"

Well, this was no good. "Did something happen to the Slayer?" Whistler tried as he sat down besides him. It was a safe bet since she'd been the thing he'd used to get Angel out of the ditch in the first place.

And it looked like he was right, 'cause the vampire's face went through a couple of expressions in rapid succession before settling on disgust. "What didn't! That bitch changed her, twisted her up 'till she wasn't Buffy anymore. Buffy loved me, she would never have left me. Or hooked up with women! Buffy's gone, my Buffy's gone!"

Did he hear that right? 'Okay, now's not the time to listen to your libido. Focus on the mission,' Whistler reminded himself. "So she left you, huh? Yeah, that sucks. But you can't let that drag ya down again. Come on, two-and-a-half centuries should have taught you that you're not going to find any answers in there," he pointed at the now empty bottle. "You've been doing good, and you can do so much more. But here you are, eager to become a useless rodent-eater again." It was harsh, but Whistler figured the guy needed that.

"DO?" Angel roared before grabbing Whistler by the jacket and dragging him close. "I did this for her and she spat it back in my face!"

The balance demon did his best to convey how much he wasn't impressed. "How much of that is the alcohol talking? Because I got to tell you, I always thought better of you. Figured that the people you were saving meant something to you. And now you're telling me it was all to get into some girl's pants?"

Angel's grip had slackened while Whistler spoke, but it became firm again at the last sentence. "Don't you talk about Buffy like that," the vampire hissed as his face changed.

'Great, this guy's all over the place. This isn't working, not while he's like this.' Decision made, the balance demon broke Angel's grip and proceeded to punch him causing the vampire to fall off the couch. He was still shaking his head when Whistler hauled him up. "I guess we'll just have to have this conversation after I've got ya sobered up," he announced. "Oh, and sorry about the head." Before Angel could ask him what he meant by that, Whistler showed him. It only took one hit to knock the inebriated vampire out.

"I'm not getting paid enough for this," the balance demon complained before draping Angel over his shoulder. He left the apartment the same way he'd entered it, without a trace.

**Summers Industries, Sunnydale Branch**

"Buffy," Willow called out meeting her halfway. "I was so sure you weren't going to make it to my birthday when you didn't say anything about it."

"I wanted to surprise you," she told her friend with an impish smile. "And it seems I've succeeded. I'm going back to LA tomorrow, though, Dad wants more quality father-daughter time," Buffy noted happily.

"The important thing is that I get to celebrate my birthday with you present."

She was going to tell Willow that she was going to have to wait for her present until the party tonight but Giles' entrance preempted that. "Ah, Buffy. It's good to see you. Ah, there's someone here who wanted to see you." The librarian indicated the man following him. He was black, bald but with a full beard streaked with gray and leaning on a cane held in his left hand.

"Hello, Miss Summers," the unnamed man said.

Buffy was struck by the sadness and pain in his eyes, as well as puzzled as to why Giles had brought him here. "Uhm, hi."

Giles must have picked up on it too, because he took over. "This is Sam Zabuto, Kendra's Watcher."

Now she got it. Kendra's Watcher had finally come around enough to consider using the tools Buffy provided. He just wanted to meet her in person first. It also explained why he looked so sad, it could be tough to admit you were wrong. And the Slayer was pretty sure Zabuto would not have come to Sunnydale without Kendra. "It's good to meet you, sir." Buffy could be gracious in victory. "Kendra's told me a lot about you, all good things," she assured him. "Where is she, anyway?"

That question did not elicit the reactions Buffy had expected. Zabuto's sadness got more intense while Giles looked really uncomfortable now. "Ah, Buffy, it's, uhm, that's why he's here..."

"I'm afraid my Slayer is dead, Miss Summers," Kendra's Watcher revealed gravely.

Hearing that felt like a punch in the gut. "What?" She'd met the girl only six months ago. Kendra had been Called barely a year ago, how could she be dead already?

"It was a routine patrol, unfortunately the vampire Kendra stumbled upon had a gun and she wasn't wearing the armor you'd sent her. And that is why I'm here."

Somehow, Buffy managed to find a chair to flop down on. "Why you're here?" the blonde asked numbly.

Zabuto nodded. "Yes. Because her death is my fault. I forbade her from using your inventions because I thought she should rely on those tools that had proven effective for centuries. I was afraid that reliance on what you had devised would be a costly mistake. Kendra argued you knew what you were doing and that we should give them a chance. To my shame, I did not."

The Watcher sighed, then continued. "After I found her... I took what you had sent and used it to deal with the vampire that had killed Kendra. It worked, and it would have kept my Slayer alive if I had given it the chance. Afterwards, I offered the Council to send Kendra's weapons to the new Vampire Slayer hoping to rectify my mistake at least a little. They showed no interest, not even after I revealed what those devices could do."

"But why are you here?" It was a blunt question, but Zabuto had not answered Buffy's question.

"You were her friend, so I thought you deserved to learn of her death from me in person. And so I could apologize to you, since it is impossible to apologize to Kendra now." He pressed his lips together as his eyes misted over. "I am sorry... that I didn't realize you had her best interests at heart, just like I did. I should've remembered that."

Buffy didn't know what to say. That he was right? That he caused Kendra's death? That he shouldn't blame himself but the vampire who had actually killed her? That even if Kendra had worn the armor, it might not have saved her since she could've been shot in the head? "Thank you. I... I appreciate that. And I think, Kendra never doubted you cared. That you only wanted to do the right thing," she finally offered.

It earned her another nod from Sam, but he didn't say anything. Buffy shot Willow an apologetic look for ruining her birthday like this, but the redhead simply shook her head. "I liked her too," she mouthed. It earned her a grateful smile. 'I don't deserve friends like these. And if I'm not careful, what happened to Kendra could happen happen to one of them too. I'm not going to let that happen,' Buffy resolved.

**TO BE CONTINUED**


	3. Chapter 3

_I don't own Buffy the Vampire Slayer or Marvel, unfortunately._

_I'd like to thank CaBil for his help in making this story readable and wish everybody a happy Father's Day.  
_

**Chapter 3**

**Sunnydale, 3441 Oakhurst Lane**

"They've finally done it, my clan has ordered me to return home," Jenny sighed morosely sitting on Giles' couch. The librarian himself was sitting next to her, holding her hand.

"Then, then they believe Angel will not be returning to Sunnydale," Rupert probed.

Jenny shook her head in the negative. "The Elders believe he will remain in LA, though they apparently haven't had much luck actually finding him. That's why they want me home, I think they blame me for things getting out of their control. Even though Angel is cursed again, and unlikely to break the curse himself now that he knows it's possible."

"I see," was all he said. But Jenny could hear the unspoken question.

"I don't know what I'll do. I suppose the question is, what's here for me?" The teacher looked the librarian in the eye. "I care for you, a lot. But we differ a lot and... You care for Buffy like a daughter, but she hates me for a good reason. I know being with me is causing friction between the two of you and maybe with me out of the picture things could be easier..." It was silly of her, but she wanted Rupert to say the words. To ask her.

"Buffy doesn't hate you, or even dislike you," he reassured her. "So don't worry you are any kind of burden in that regard. Or any other regard," Rupert added as he realized his faux pas. "I'm afraid I'm not very good at this," he chuckled. "What I mean to say is that I, ah, like having you around. That I..." the Watcher shook his head. "Hear me fumble around like a teenager. I would like you to stay here, with me."

She frowned. "What are you saying?" Jenny had hoped Rupert would want her to stay in Sunnydale, but this sounded like more.

"I'm offering, that is, I would... Oh sod it. Would you move in with me?"

Jenny had been spending more and more time here, but this was a big step. And taking it meant breaking with her clan, she was sure of that. They couldn't react any other way at her thumbing her nose at one their commands. 'And would that be so bad? Even if me and Rupert don't work out, can I still honestly call myself a Kalderash?'

Uncle Enyos had posed the question too, and back then she'd thought she knew the answer. But the whole affair with Angel losing his soul and then the effort to put it back in had given her time to reflect. Revenge was the goal, the purpose of her family and she'd been raised believing in it. But revenge for a murder a hundred years old sounded hollow when you lost students every month. Children you were teaching who ended up just as dead or worse now.

Staying here, on the Hellmouth, she could protect them. Or at least try and help them. And then there was Rupert himself. The stodgy librarian was just a mask, underneath it beat the heart of a real romantic. She'd been spending a lot of time with him lately. She'd barely set foot in her own apartment in the past week and didn't that say everything Jenny needed to know right there? "I'd like that," she told him closing the distance between them. "Very much."

She dispensed with words after that in favor of more expressive ways to show her feelings on that proposal.

**Summers Industries, Sunnydale Branch**

They were in the basement in what Buffy liked to call "The Vault", though she was also the first to admit it was a pretentious name at the moment. The door was thick steel and hidden from sight with the help of holocage emitters, but one good kick would shatter the illusion just like any other holocage-construct. And anything that could get beat the complex's security systems wouldn't be stopped by another steel door either.

Still, it was the best place to store things that needed some extra security or simply needed to be kept out of the way. The latter was the case for the Praying Mantis body Willow had brought in that was kept from decaying in a giant freezer. The Judge's body was there too, though it wasn't out of curiosity that they still had it. Even now, months after its head had been destroyed, the body still showed some activity. Nothing as dramatic as rising up and trying to choke anybody near it, but the Judge still took an occasional breath and its heart throbbed randomly. So the Scoobies weren't about to take any chances with the thing.

Buffy's attention wasn't focused on them, however, but on a new addition that hadn't been there when she'd gone to LA to stay with her dad. "Okay, Giles, I've seen the demon statue. Now, care to tell me why we have a statue of a demon with a sword stuck in it in storage or should I guess?"

"Ah, yes, ehm, this is Acathla. Some construction workers dug it up recently and Doug Perren over at the Museum of Natural History called me in to help identify the find. You see, it had been encased in a stone bearing warnings in several languages including a warning inscribed in hieroglyphs! Which is rather odd given that this demon was defeated some time after their use..." Giles finally caught on Buffy wasn't interested in that.

He began to polish his glasses. "Yes, well, it only took me a few hours to determine what was inside so I had Xander wear the armor and, ah, liberate the demon from the Museum. Poor Doug, he was so excited about this find. Couldn't wait to see what was inside." Giles shook his head.

"Giles," Buffy said calmly. "Why is Aspatula in the Vault?"

"Acathla," he corrected her. "And he is here because he's an exceptionally dangerous demon."

The blonde eyed the inanimate statue. "It looks harmless from here. Kind of dead too."

"I'm afraid it is anything but. Acathla was sent here to swallow the Earth and sent it into Hell, but before the demon could take that world-ending breath a knight pierced him with the sword you see. It turned to stone, but it is possible to revive the demon by removing the sword."

Buffy's scrutiny got more serious now. "Are we talking sword in the stone here or what?"

"More or less, though I wouldn't to say one must be worthy to pull out the sword in this case. Because only a demon devoid of any redeeming qualities can pull it out, after a depressingly simple ritual. Sadly, almost any vampire would fit that criteria."

"Right then, and what happens if I take a sledgehammer to it?" Maybe it was knowing what it was, but the thing was starting to give the Slayer the creeps. Almost like it was whispering or something.

"I'm afraid that while Acathla appears to be made of stone, the material is far sturdier than that. The chronicles I read detail several attempts to destroy the demon, including detonating a large amount of black powder. Nothing worked and they were starting to fear their efforts would only destroy the sword and wake the demon up."

"And suck the world into Hell," Buffy finished for him. "Gotcha... So the Council wasn't any use on this subject either?"

Giles knew exactly what other subject Buffy was referring to. "They sent me the chronicles I mentioned, so I would not say they were of no use in this matter. Really Buffy, you must not let your frustration on one subject blind you to the help the Council provides in other matters. Having said that, I do share your feelings on their stubbornness when it concerns the new Slayer. It is still their position that the location of the current Slayer is need-to-know information and that we don't need to know. Sam hasn't found out any more than that she's in North America, and I'm afraid he won't be able to find out much more without garnering unfavorable attention. We both will of course continue to request more information, but I don't see the Council change its position any time soon."

"And those dinosaurs don't have any electronic records Jarvis and Willow can hack into either," Buffy grouched. "I'm starting to wonder what we need the Council for," the blonde sighed before returning to their original discussion. "How about dumping it into the Mariana Trench?"

"I beg your pardon?"

"It's the deepest part of the ocean, I'm thinking all that pressure might just do the trick of destroying Alfalfa."

Giles didn't look convinced, probably had something to do with her mangling the name again. "Or dislodge the sword and wake the demon in a place we couldn't reach," he cautioned her.

'Damn, he's right. It's way too risky to destroy it here... Maybe outer space would do? But I got no way to reach it at the moment and I don't see that changing any time soon.'

Out loud Buffy said, "I guess it stays here then. Okay, I've seen the statue and am duly impressed how important it is so let's get out of here. The thing is giving me the creeps." Her Watcher didn't protest and soon they were walking up the stairs. "So, what's this I hear about us going into the rope-making business?" Buffy asked as they reached the top and stepped out into the hallway.

"Hmmm?" Giles had been distracted by stepping out of the way of a cleaning-bot rolling down the corridor. "Ah, yes. It was Xander's idea, actually. He's been helping out with our attempts to sell your body armor, unfortunately its current costs has turned off some prospective customers. Centurion has placed a small order for the long-sleeved versions and the leg armor in addition to another order for more Vision-glasses, the military is holding off. In any case, he pointed out the other uses your, ehm, synthetic spider silk has."

"Like rope or anything else that needs a material with high tensile strength, got it."

"Just so," the librarian agreed. "So now we'll be focusing on increasing production of that particular material as well as holocage-parts. We've received enough orders for holocages that a dedicated facility to manufacture them has become necessary."

Buffy couldn't help but smile. Their business was really taking off. "I think I can help there. You can cut the budget for R&D back for at least the next three months. The Mark II armor is done, it's the installation I need to actually don the armor that's causing the delay. I'll take Ted out of storage and finally take a closer look at him. His components are primitive but some of the principles behind it even Tonya never thought of. Other than that, I'll just confine myself to computer design and stuff that's not too expensive to make."

"And schoolwork," her Watcher supplied sternly.

"Yeah, that too," she said affably.

"Hmm, well, if you feel that way than perhaps you could do the interview with that internet magazine."

"Interview?"

Giles nodded. "The Los Angeles office has handled most of the interest generated by your holocage, but there are some very persistent requests for interviews with the persons responsible for its development. I share your desire to remain at least somewhat obscure, but there's a point where too much secrecy will only draw more attention towards us. So, I thought if we honored the request of this, uhm, String-dot-com we'll strike a nice balance."

"String-dot-com?" Buffy asked bewildered. "Uh, don't you mean Wired-dot-com?" Her Watcher cleared his throat out of embarrassment, but didn't comment any further. The Slayer was unsure if she should say yes. She had Tonya's memories of how to handle something like that of course, but those same memories told her Giles was underestimating how well known Wired's web version was simply because it was an online medium. And yet, he was right too. Being too coy would only invite more scrutiny, not less.

Taking a deep breath, the blonde took the plunge. "Okay, I'll do it. Better me than Willow, and I can already picture how you'd handle it. Thinking you'd have to talk about my string," she chuckled. Color entered the librarian's cheeks as his eyes studied the end of the hallway with sudden, rapt attention. Only now did it occur to Buffy that she'd just done innuendo with Giles. "Sorry, that was all Tonya," she grimaced. "But I'll do the interview. I'll contact the LA office myself, I've got some ideas on how I want to do this."

**Los Angeles, Dana's apartment**

Dana was fighting the impulse to hang up all the way from the first ring right through the second, and it was still there when Buffy answered just after the third. She'd been debating this action for almost a month, but she just had to do it. Buffy answered the phone with a lot of cheer and slightly out of breath. "Hey Dana."

She wondered how the blonde knew it was her for a moment, but then shrugged it off as Dana kept her focus on what she was planning on saying. "Hey, uh, you must be wondering why I waited so long?"

"I was worried," the blonde admitted. "But I got it too, you needed time."

"Yeah, time," Dana echoed with a pained smile Buffy had no way to see.

Something of it must have leaked through in her answer, though, judging from the blonde's worried tone. "What's wrong?"

"Nothing," she said a little too fast. "I just... I just thought you deserved to know that I don't think it's going to work."

"Me being a girl is that much of an obstacle?" Buffy's voice was very neutral, making it hard to determine how she felt about this.

"No," Dana responded right off. And weirdly enough, that was the truth. "It's, uhm, it's your age. You're seventeen and I am not. Haven't been for several years now."

"Oh." The blonde sounded very strange there. "Uh, thanks for explaining, I guess."

"Yeah, I... I thought you deserved to know."

"I suppose this is goodbye then." She didn't sound happy but Dana didn't know what else to say. So she said her goodbye too and disconnected. Why had she called Buffy now, the day before she went out with Chris. 'Maybe it's to find some closure? Going out with Chris when I haven't settled things with Buffy wouldn't be healthy after all.'

Dana nodded to herself and picked up the business card the blonde had written her number on. 'Guess I won't need this anymore,' she thought. But the memories the piece of paper stirred were already distracting Dana. The blonde's hair had been all messy and she'd looked a little unsure of herself after Dana's outburst over her age. Yet Buffy hadn't hesitated when she'd handed the card over.

Opening a drawer, she put the card in it and closed the drawer again.

**Chase Mansion**

Cordelia knocked before stepping into her father's study. It was very modern looking, the glass bookshelves filled with books Charles Chase had never read nor did he have any intention of ever changing that fact. Cordelia's father was sitting behind a large, white desk, his fingers resting on a keyboard which besides the monitor was one of the few things on that desk. "You wanted to see me, Daddy?"

"Yes, I did pumpkin." He gave her a practiced smile and waited for her to take a seat before he said anything more. "I was wondering if you've had a chance yet to catch up with your friends?"

Cordelia blinked. School had started a few days ago and she had been in Las Palmas with her parents all summer so she hadn't seen the Cordettes for a while, but why was her father interested in them? Why now? "Uhm, yes?"

"Good, good. How are Buffy, Alexander, and Willow?"

The cheerleader managed to keep her first reaction contained to a frown, instead of blurting out 'What, those losers aren't my friends!' There were certain realities that you couldn't really explain to your parents even though you were real sure they'd been aware of them way back when they themselves had been in high school. In this case, the situation was a little more complicated since those three were Sunnydale's resident demon-hunters, which she knew but the rest of the town didn't.

So having her father suddenly show any interest in them, or her life for that matter, was ringing all sorts of warning bells with her. "Uh, I haven't really gotten a chance to talk to them yet. They're... busy." In fact, she'd seen less and less of them since last Halloween. "Why?"

"Oh, I'm bidding on one of Summers Industries contracts so I'd appreciate it if you could put in a good word for your old man."

Cordelia's frown deepened as she was certain she was missing something. She should be making some sort of connection between Daddy's answer and his earlier interest. "Summers Industries?" She did know that company, it was based right here in Sunnydale after all. Less than a year old but already worth millions, her interest had ended right after hearing the man running it was old and didn't have any children. She had standards after all. But now that she thought about it, his name had been familiar...

"Pumpkin, I thought you knew. Your friends set it up."

The brunette just managed to choke of her surprised exclamation of "What?" leaving her sputtering as her thoughts raced on. 'Summers Industries, named after miss Slays-A-Lot. I could've guessed, they stopped hanging around the library so much right as that company went into business. But what the hell does computer-stuff have to do with the supernatural? And isn't Willow supposed to be the big brain of the outfit so why isn't it called Rosenburg Industries?'

There was only one way to find out and doing what her father had asked her was the perfect excuse. "I guess that means we have one more thing to talk about." Cordelia smiled and nodded. "I'll be sure to mention you, Daddy."

**Sunnydale High**

First period hadn't started yet so Buffy and her Slayerettes were sitting on the couches of the lounge. Cordelia made sure to leave her own hangers-on behind before advancing on the group. She ignored Willow and Oz, she knew all about how he had not graduated by now so the sight of him still in high school was not a novelty anymore. Nor was the slight distance between him and the redhead, it figured that an overachiever like Willow would be weirded out by him doing something like that.

"When exactly were you going to tell me you were rich, Harris?" Cordelia demanded to know with her arms crossed in front of her. She supposed she should be asking Buffy about all of this, but she preferred arguing with Xander and this was going to be an argument.

It earned her a puzzled look from the boy. "What are you talking about?"

"I'm talking about Summers Industries, and isn't that an original name, dork."

His expression cleared. "Oh, that. I don't know if I'm rich, but the business is doing well. How did you find out?"

"My father, duh. He's bidding for some contract of your company. What I want to know is why the three of you suddenly got interested in money. And when Buffy became smart."

"Hey!" an offended Buffy broke in. "I've always been smart!"

Cordelia rolled her eyes. "Uhuh, yeah, you could have started up a high-tech company any time you wanted. Now what freaky, hellmouth-thing made you the brains of the operation? And interested in making money," she added.

"It's a long story, Cordelia," Buffy said still looking a little cross.

"We still have our memories from Halloween," Xander answered. This caused the blonde to mutter, "Apparently not so long." It didn't explain it to the cheerleader though.

"I remember Halloween. I got chased by Jojo the dog-faced boy for five blocks before some girl in armor flew in and started firing laser beams at it, and then came on to me." For some reason, Buffy shared the blush that was coloring her own cheeks. "It was the weirdest night in this freaky town yet. But how is that an explanation?"

Xander was already opening his mouth to answer when the Slayer cut him off. "Not in front of the entire school. Just come to the SI complex once school's out and we'll explain everything."

Cordelia wasn't happy about that, and she was also wondering why the blonde picked now to get secretive, but when it was clear Xander was going to go along with that the cheerleader had no more reason to stay. She could practically feel her social standing dropping with every minute Cordelia was seen in their company.

**Summers Industries, Sunnydale branch**

The place was weird, and not in a supernatural way making it actually doubly-weird for the Sunnydale native. There was no security at the gate, yet it opened for Cordelia as she approached as if to welcome her. It was the same for the building's door, though this time she was greeted by a voice. "Good morning, Miss Chase," a cultured voice intoned from a hidden speaker. "Mister Harris is waiting for you at the holocage."

The cheerleader started to ask where that was, but apparently whoever was speaking had already thought of that. Something that looked like a cross between a lawnmower and a vacuum cleaner rolled up to her and then stopped as the voice spoke up again. "This cleaner will escort you there."

"Uh, right." As soon as she'd said that, the cleaner started to move away leaving Cordelia little choice but to follow. The trip was short, and she saw little on the way except empty hallways. She didn't even encounter another living person until she stepped into a big room holding what must be a holocage.

People had started to talk about it in Las Palmas a week or so before her vacation had ended. Mostly it was bragging they would have one installed in their homes by Christmas. Judging from the size of this one, those people hadn't had a clue what they were talking about. It was huge and judging from the thick cables running from its bottom to the wall, it must guzzle power at the same rate her Mom had swilled martinis at Las Palmas. Not something you could just put into your rec room right next to the pool table.

The holocage seemed to be in use and Cordelia deduced that the figure in a formfitting dark blue suit standing in it was Xander. He seemed to be lining up a throw with a shield of all things at a human-shaped target on the other side of the holocage and hadn't noticed her yet. That was slightly annoying, she was used to commanding instant attention when she entered a room. But her desire to see the holocage in action overrode Cordelia's impulse to let Xander know he wasn't alone anymore so she kept quiet a little while longer.

What looked like impossibly large muscles flexed under his suit as he sent the shield flying. It swooshed through the air before impacting solidly on the target's left shoulder. The target twisted around before falling to the ground while the shield bounced back towards Xander. It didn't make it back to him, though, as it hit the floor after only a quarter of the way towards him skittering a few more feet before coming to a complete stop.

"This shouldn't be this hard," Xander said to himself. "I know how to do this, so why can't I get it to work?"

"Get what to work?" Cordelia asked.

Hearing her, Xander turned around looking pretty surprised. "Huh? Cordelia! I... didn't know you were here."

"I noticed," she grumbled before becoming distracted by the unobstructed sight of Xander. He'd just opened the cage giving her a good view of the formfitting suit he was wearing. 'When did he get this buff?' she wondered.

Then the cheerleader realized she was staring. At Xander Harris. "Now can you answer my questions so I can go. I do have better places to be," she snipped to cover her brief lapse in judgment. "For example, what the hell are you wearing?"

He looked down. "Hmm? Oh, this. It's something Buffy invented, the suit enhances my movement making me faster and stronger. Not on the level of Buffy but I think I could give Spider-man a run for his money."

Cordelia had to pause for a moment at the thought of Xander with something that sounded a lot like superpowers, but then she focused on more important matters. "And how did Buffy come up with that, with all of this," she asked waving around a little.

"Oh, uhm," for some reason Xander started to blush a little, " she went as a fictional inventor during Halloween and she kept the knowledge which, it turns out, isn't so fictional."

"That's it? That's the big secret you couldn't tell this morning?"

Now Xander looked even more uncomfortable. "Ah, that's not all. Uhm, you see, we had Jarvis do some digging on everybody that wants to do business with us. Including your father. So I should let Jarvis explain," he finished in a rush.

Cordelia was about to look around for this other person when the same voice from the entrance spoke as if he was in the ceiling. "Very well, Xander. Miss Chase, I'm afraid I stumbled upon a matter of some embarrassment when I did a check on your father's finances. Apparently, the IRS have opened an investigation on Charles Chase. They suspect him of tax evasion for the last twelve years."

"What?" the brunette choked out.

Jarvis wasn't even finished. "From the evidence I could sift from their computers, they have a very strong case and the resulting fine will certainly wipe out his business as well as result in the loss of all of his property. That was the reason I advised against awarding him-"

"That's enough Jarvis," Xander interrupted and the voice went silent without hesitation. The expression on his face as he turned back to her was too much. "I'm sorry you had to hear it this way."

"I don't believe you." Her words caused Xander to rear back in surprise, but Cordelia wasn't finished. "I want to see this evidence of yours, because there's no way Daddy would do that to me."

Xander started to speak, then thought better. "Okay, we can do that. Uh, Jarvis, can you route all the info to Conference Room 2 so Cordelia can go over it?"

"Done, Xander," that same cultured voice answered.

**Sunnydale High**

Contentedly, Jenny Calendar watched her students leave her classroom. 'And not rush or flee as they did with some of the other teachers,' she thought mildly amused. There was one, however, who stayed behind. Normally that would be because the student had a question about the material, but Jenny couldn't imagine that it was Willow's reason.

"Uhm, Miss Calendar, I was hoping you could, like, help me with a project I've been working on."

"Project?"

"Not for school," Willow supplied. "Buffy and me have been trying to develop a sensor for the armor that can detect magic, but we hit a brick wall. Buffy thinks it's because of the Hellmouth radiating in the background that it is impossible to tell if we're on the right track. But I was thinking..."

"Yes?" Jenny prompted when Willow didn't give a sign she was going to explain further.

"I was thinking of approaching the problem from, like, the other direction, use magic to detect magic. I mean, there must be spells to detect mystical forces, right?"

The computer teacher blinked. "Yes, there are several but... I'm not quite sure I follow."

"Oh, right. Well, I thought that maybe the output of a detection spell could be made intelligible to a computer then I would have my sensor. Only problem is that I don't really know all that much of magic let alone how to combine it with technology."

"And that's where you need my help," Jenny finished for her. Willow nodded happily, but the teacher saw another problem. "Does Buffy know you're asking me for help?"

A sheepish look crossed the redhead's features, before quickly being buried under a mountain of resolve. "She doesn't. She's my friend, but that doesn't give her veto-rights on all my decisions. I want your help and there's the end of that." Her certainty melted away again. "Uhm, are you going to help?"

Jenny Calendar gave it some thought. What Willow wanted to do did sound interesting, she already some ideas on how it might be accomplished. On the other hand... 'No, stop thinking that. Yes, I wronged Buffy but I can't live the rest of my life worrying about how anything I do might affect her. She might not like it, but that's not as important as Willow's development. And I'm interested too, dammit.' Nodding to herself, she spoke up. "Yes, yes I am. And I think we should start with figuring out what exactly you want this sensor to detect."

That earned her a puzzled look. "What do you mean? I thought I already made that clear, I'm trying to make a sensor for magic."

"Ah, but there are several kinds. And there's even more mystical forces that aren't counted as magic but they are supernatural." Sitting back, she watched Willow process that bit of information. The redhead didn't look discouraged, not in the slightest. 'Good.'

**Summers Industries**

"Cordelia," Buffy said surprised when she saw the brunette round the corner just a few feet from her once again guided by a cleaning robot. "What are you doing here?"

"Looking for Xander, I tried to talk to him at school but he left in a hurry. And so did the rest of your little club," she added with a frown. "What's the emergency?"

"No emergency," the blonde assured Cordelia. "Just excited about my first test-flight," she noted with a sense of pride. The Mark II armor was finally ready, and tonight she'd take it out for its maiden flight. Tonya's memories of her first flight in the suit had ignited a tingle of anticipation in her and try as she might to think of it as just another trial, Buffy couldn't. This would be her suit, and the things it should be capable of were a heady-

"Test-flight of what?" the cheerleader wondered interrupting Buffy's thoughts.

It also reminded her of the fact that Cordelia might connect her to that incident on Halloween if she saw Buffy in armor. Especially because the armored figure that had come on to Cordelia had been Buffy, even if she'd been possessed by Tonya Stark at the time, she still remembered the incident like it had happened to her. "Oh, just another invention of mine. It's going to revolutionize the slaying business," she enthused.

'Don't want to have Cordelia wonder why everybody is here if it's nothing special but I don't want her interested enough to actually stay and watch either.' Buffy knew she was only delaying the inevitable, but that sounded just peachy right now. And it looked like it was working too, Cordelia visibly losing what little interest she had. 'And now to distract her,' Buffy decided. "So, why do you want to see Xander?"

It worked, but she didn't answer the question. "You know, don't you?" the brunette asked instead.

Buffy nodded. "About the tax-thing? Yeah, we all do." Cordelia couldn't hide a flinch at hearing that. "But what's that got to do with Xander, I thought he already showed you everything we know? Or do you still not believe us?" And according to him, Cordelia hadn't had any trouble reading all the spreadsheets and other financial information. 'Wonder where she picked up that skill,' the blonde mused.

"Oh, I believe you," Cordelia said grimly. "My father, though, doesn't."

"You told your father about us?" Buffy asked alarmed.

"As if," the cheerleader snorted. "I just dropped some hints, told him I'd heard a rumor about the IRS cracking down on businesses in Sunnydale. He didn't seem to be worried at all after hearing that."

"Still not seeing how Xander can help."

"I'm hoping Daddy is just a very good poker player and that he is doing something, I want your Jarvis to take a look and find some evidence of that."

"I see. And what if he can't find anything?"

Buffy took care to sound neutral but Cordelia still gave her an angry look. "Don't pity me, I'm fine. I'll beat this," she said with conviction.

"I'm not pitying you, Cordelia. I'm showing sympathy, you know, this human emotion most people feel for other people when something bad happens to them."

"Well, I don't need that either because nothing bad is going to happen to me," Cordelia maintained stubbornly.

Momentarily speechless, Buffy searched Cordelia's eyes for the source of that conviction. Wasn't she at least worried that things wouldn't work out? She should be, because Buffy was pretty sure things wouldn't work out for her. From what she'd gathered of her father's situation, he was going to crash and burn and when he did, the same thing would happen to the future Cordelia had been expecting for herself. Did the cheerleader really believe that wasn't going to happen?

She looked away, only just managing to cover her reaction by turning around. "Alright, I know where Xander is so just follow me," Buffy said. She had her answer so the least the Slayer could do for the other girl was hide that she had.

VVV

Buffy made some final adjustments to her body-suit as she stepped towards the platform. She had it on because the Mark II was a very snug fit and something like loose clothing or a stray lock of hair didn't exactly go well with that. It was basically the same as Xander's suit, minus the artificial muscles, so that it offered a modicum of protection and biometric data like heart rate and temperature.

She hadn't changed in the armoring room itself because that one was festooned with cameras; cameras that were in use right now by all her friends. Not to mention her mother. Feeling a little self-conscious under all that attention, she quickly padded across the room and stepped into the boots. "Okay, Jarvis, start the armoring up sequence," she ordered.

The Slayer had run simulation after simulation of this procedure, had tested this out several times in the holocage, and had Tonya's memories of undergoing this thousands of times. And still there were butterflies fluttering around her stomach as the AI acknowledged her command.

With a whirring sound the boots closed around her lower legs, a sound that was nearly drowned out by the noise made by the mechanical arms that were descending from the ceiling and popping up from the floor carrying the other pieces of the Mark II. The adamantium frame was first, covering her upper legs and torso in quick succession before the armor plating covered it all up.

Gently, Buffy extended her arms to slip her hands into the armored gauntlets that the robotic arms were holding up for her. Only after they sensed she'd slipped into them did they move up her arm guided by the many cameras that ensured the armor was being placed where the blonde was. The upper arm pieces clicked into place and the robotic arms moved out of the way for another pair carrying the asymmetrical pieces of the helmet.

She knew the arms were more accurate than the best human surgeon, but it still took some effort to not flinch as the pieces closed around her head. It probably would have been even more difficult if the faceplate hadn't been up, but even so the final clicks were so close to her ears that they were uncomfortably loud. They also, though, signaled that the procedure was over.

Buffy didn't pull the faceplate down right away, instead she took a few moments to admire her work through unaided sight. Holding up her right arm she watched the articulated fingers flex and her wrist rotate smoothly as if she wasn't wearing armor that weighed a few hundred pounds.

It was a sight that was both intimately familiar and odd at the same time, the latter probably had much to do with the color scheme she'd gone with in an effort to make her armor a little less recognizable. Where Tonya's suit had been red and gold, this one was dark blue and blood red, the only exception was the faceplate where Buffy had kept the original color of the gold-titanium alloy that covered the suit.

"Anything wrong?" Willow's voice broke in through the armor's communication-system.

Reminded of the fact that she had an audience, she lowered the faceplate which triggered the activation of the suit's HUD. "Nah, just admiring my own handiwork," Buffy retorted as various read-outs appeared in front of her, including a list of the suit's current armament.

The repulsors in her hands and on her chest were listed, of course, along with the collapsible swords stashed in the underside of her lower arms. Rounding out the list were her non-lethals, the directional sonic scrambler in her right arm and electric blaster in her left. That was the extent of the offensive capabilities of the basic Mark II, which was the configuration they'd be testing today.

The first test was of the suit's sensors which went off without a hitch, not that Buffy had expected anything else since they were basically a more refined version of the ones used in the Mark I. Getting a little impatient, Buffy decided to rearrange the test-schedule a bit. "Jarvis, do a weather and ATC check. It's time to stretch this puppy's legs," she said as she walked out of the armoring room and into the adjacent launch-silo.

It wasn't really a silo as it was still inside the building, but it was round and went all the way up to the roof so it was as good a designation as any. "Buffy," Willow squawked, "that's not what we agreed on! You said we'd take things slow, you haven't even, like, test-fired the repulsors or checked out the armor's articulation and control-surfaces!"

"The articulation feels fine to me, Wills," she assured her friend. "But thanks for reminding me about the control-surfaces. Jarvis, please check those out." Jarvis, who'd just put the information on air-traffic and the current weather up on her HUD set out on this new task without complaint. 'Hmm, looks like a fine night for flying.'

"Fine, but if something goes horribly wrong and you fall to a horrible death don't go complaining to me afterwards, missy," Willow grouched.

"Oh, I won't," she assured her friend. "I'll just stay quiet and nod my broken neck while you tell me you told me so," the blonde quipped. With all the preflight checks done, it was time to get going. "Open the roof, please," she added the last word to mollify her friend. She appreciated Willow's concern but didn't share it.

The iris several stories above Buffy slid open as the holographic projectors stopped projecting a solid hologram of a skylight to switch to one that was purely an optical illusion that included a cone of sky right above the silo to prevent any onlookers from witnessing the launch. "Time to light the candle," Buffy said as she triggered her repulsors.

Accelerating out of the silo she quickly leveled off to fly away from Sunnydale and towards the distant mountains to the east. "Looks like I won't be plummeting to my death after all," she reported back.

It earned her a scolding "Buffy" from her Mom. She flinched, the blonde had forgotten for a moment she was there. So Buffy got back to reporting her experiences with the armor. "No heat build-up so far and the energy-drain is well within expectations." Doing a little slalom around some imaginary obstacles she continued. "And she handles like a dream."

"Wish I was there with you, Buffster," Xander said upon hearing that.

"Sorry Xan, but you're just too tall for the Mark II." 'Tonya would have been too,' flitted through her mind. That fact had given her a few headaches while she was designing the new armor as it meant Buffy had less space to work with than Tonya had. "Okay, next trick. Emergency stop."

The blonde threw her hands and feet forward to reverse her thrust while flaps extended to break her speed even more. In fact, Buffy had been a little too enthusiastic and a few heartbeats later she was plummeting towards the waiting trees below. With Willow and her mother shouting her name in her ear Buffy got her legs back underneath her and opened up her repulsors again to get some lift.

Her friends were silent a moment longer after the Slayer had managed to go into a hover and then Willow simply said, "I told you so."

"You did," Buffy admitted. "Forgot the differences in performance between my suit and Tonya's for a moment, won't happen again," she assured the people back at SI. "I'll head back after this last test."

"What test?" her Mom asked.

"The one that involves flying into the stratosphere. I want to check how thin the atmosphere can be before it starts to seriously impact repulsor efficiency. Here goes!" she called out as she opened up on her repulsors. She only held back just enough to prevent the armor from breaking the sound-barrier as the blonde rocketed towards the stars.

'The Mark II feels right, in a way the Mark I never did,' Buffy reflected as the distance between her and the ground went from feet into miles. 'The Mark I is something you drive, like it's a small airplane or helicopter. This armor, though, this feels like it's a part of you. Like the power to fly comes from me,' she thought as she upped the output on the repuslors a bit.

"I'm reaching 8 miles, no sign of icing or any other problems," the Slayer reported back. "Anybody picking me up on radar?" She wasn't expecting an affirmative answer since she made for a pretty small target but it would give Willow something to do.

"Uhm, no, Jarvis isn't picking anything up anyway."

"Good. Just passed the 10 mile mark, repulsors aren't showing any appreciable degradation in thrust." With the chance of encountering an obstacle on her flight path now going from vanishingly small to ludicrous, Buffy chanced a look around. Stunned, she held her breath as the Earth visibly curved away from her. Out in the distance, a sliver of the sky held a blue haze as the sun's rays still reached that point.

"Beautiful," she whispered.

"It is," a hushed Willow agreed over the com reminding Buffy her friends were seeing this too. So she tilted her head back up to give them a view of the stars, which should look better with the lack of light-pollution on this altitude. She'd barely looked up, however, when the left palm-repulsor unexpectedly reduced thrust.

Her gaze shot back down even as she shifted her position a little in an effort to compensate. "What-?" The repulsor flared up again as did the one in her left boot while it was the right boot's repulsor's turn to peter out. This time, there was no way to compensate and she was wrenched from her flightpath and into a series of careening loops. Warning symbols flared up on her flickering display, but it was a little hard to focus on them right now.

"Buffy! What's wrong! Are you okay?" Her mom and her friends were all speaking over each other, adding to the chaos as the repulsors continued to go haywire. Flaring up, cutting off or simply giving her a fraction of the thrust Buffy wanted they continued to bounce her around the sky. Panic gripped her as Tonya's memories of her disastrous first flight paired themselves what was happening right now, paralyzing the blonde for a few precious moments longer.

'No.' Buffy didn't know exactly what she was saying no against, but it was important that she did. Giving up on her attempts to stabilize her flight she simply shut her repulsors down. She was going up at the time, spinning all the way, and so her body described an arc before inexorably going down.

"Quiet!" the Slayer ordered as she twisted her body to face the ground so very far below her. "You're not helping." She assumed the classic skydiving position her instincts dragged up from the murky depths of Tonya's memories, the armor's control surfaces flaring out to increase her drag even more. "Jarvis, what's wrong?"

Thankfully, the AI had known what to do from the moment things had gone wrong and was ready with a summary. "It's the new arc reactor, Ma'am."

"The arc reactor?" Buffy exclaimed. She'd designed a new version for the Mark II, one that was better able to provide maximum output for long stretches. But the blonde had known better than to put an untested prototype into the actual suit; so she'd used that one to see if she'd succeeded and the reactor had come through with flying colors, after which she'd built the one now powering her suit. So why was this one crapping out on her?

"Yes, Ma'am," Jarvis confirmed with infinite patience. "The neutron radiation deteriorated the palladium core asymmetrically causing an irregular supply of power. The suit's power management system attempted to compensate..."

"Causing the repulsors' thrust to vary wildly," she finished for him. 'Good thing I don't have it in my chest.'

"Indeed."

'The prototype didn't show this problem,' Buffy thought. 'So something must have gone wrong during production.' Not that it helped her right now. "Wait, is that problem ongoing?"

"No, Ma'am, it seems to have stopped after you shut down the repulsors." Meaning it was only a problem if the reactor was put above a certain amount of strain.

"Got it," Buffy said. She really wanted to go over her plan, check it with the AI to see if the numbers all worked out but there was no time. The details on the ground were starting to get... well, detailed. Restricting power to a quarter of what the repulsors could put out, the blonde started them up again. 'Let's hope I guessed right.'

First were the repulsors on her palms and chest as she used just enough power to slow her descent down, unsupported her legs were naturally dragged down and as soon as they did, Buffy started her boot-repulsors up. Carried by five small beams of force Buffy came to a gentle stop.

It was only then that she paid attention to her altimeter's reading. 'Made it, with 224 feet to spare.' The thought was drowned out by the relieved shouts from her friends.

"Buffy," her mom started but the blonde quickly cut her off. "Mom, I know what you're going to say and the answer is no. I will do this again. In fact, I'll be flying this armor back to SI starting now. It's going to take me a while," she explained to everybody. "Can't go very fast on one quarter power." And she was more than 30 miles away from Sunnydale.

"Honey, you almost died!"

"But I didn't," she pointed out. "Look, could we talk about this face-to-face?"

Her mother staid silent for a moment, then grudgingly she agreed.

VVV

Mrs. Summers didn't look happy, a feeling Xander wasn't sharing. He was still too relieved he hadn't had to watch helplessly as his friend plummeted to her death. But they all respected the source of her unhappiness, concern for Buffy's safety, and left her alone.

'That little scare was good for one thing, it finally got my mind off of Cordelia,' the boy reflected. That the brunette was preoccupied with her father and his financial problems didn't surprise him, but that she'd come to him for more help this afternoon had. Oh sure, he was the one to break the news to her initially and he'd been there as she'd gone over Jarvis his evidence, but what she'd asked of Xander an hour ago Cordelia could just as easily have asked of Buffy.

It would actually make more sense for the cheerleader to ask the blonde, she'd met Buffy first and it was her AI in the end. But this was a new Cordelia he was dealing with, one that was growing unsure of not just her future but her present too. She'd considered herself well-off, had planned out her future on that basis, and now she was discovering that it was not the certainty she'd always thought it was.

And Xander could tell. Her snark had been almost perfunctory, a reflex she gave little thought to and there had been several moments where Cordelia had looked at him like he was an equal. 'Just plain unnatural,' he concluded.

They were all roused from their thoughts by a soft alarm whooping through the lab. "An intruder has just appeared in Lab 3," Jarvis announced. "Activating sonic scramblers." There was a pause and the group relaxed, knowing that the security system would take care of this intruder. "They are ineffective, the intruder is inconvenienced but still mobile." The AI sounded slightly miffed.

His reaction was automatic, his gaze going over his surroundings to take inventory of the weapons available to him. There wasn't a lot, and his preferred ones were on the other side of the complex. Then his eye caught the sight of the Mark I standing in a corner. Willow had damaged it in her sole flight, but she'd long since repaired the damage so now it was ready to go. He was already speeding towards it, slipping out of his sneakers along the way, when Jarvis' word choice hit him. "What do you mean, appeared?" Xander wondered as he slid into the armor.

"I can find no clue as to how or when he entered the facility," Jarvis explained. "The intruder simply appeared on my sensors in Lab 3."

"And I'm still half an hour away," Buffy cursed over the open com.

The armor closed around him, the AI putting a feed of the relevant security cam up on the armor's display as soon as it had booted up. The guy on it reminded Xander of Willy, only less shady and wearing a fedora. He also looked like he wasn't enjoying Jarvis' welcome one bit. 'Not human,' Xander concluded.

Addressing both Buffy and the others, Xander started to walk towards the door. "Don't worry, I'll deal with him."

VVV

Whistler scratched his head as he looked around the room containing all manners of gizmos and doodads. He'd been wandering around the place for a while now, and he still hadn't managed to find Acathla's exact location. It was hard enough to feel it out with the Hellmouth blaring in the distance but for some reason this building felt a little... fuzzy to his more exotic senses. Like there was a second kind of interference going on, but Whistler had yet to find any evidence the people here were dabbling with magic or the like.

Of course, they did have Acathla so maybe he just hadn't looked close enough yet. The balance demon sighed. He had thought this little excursion would be a welcome breather from rehabilitating that damn vampire he'd been stuck with these past weeks. 'It's not like he could've expected a long and happy life with her anyway, she's human! Not exactly a species known for their longevity,' he thought with a mental headshake.

It was not a thought he could share with Angel, and his normal state of mind was quite hard to distinguish from outright depression which meant Whistler had been forced to spend way too much time in his brooding company. He wished he could say his own pessimistic mood was the vampire's fault, but in truth his own employers were as much to blame.

First they'd had him sit tight in LA getting Angel back with the program, and stay there even after he'd hinted that giving the vampire some action would help. And now, suddenly, they'd had him scramble to do several things at once. Whistler didn't know why the Powers That Be wanted that factory belonging to the Iron Monger Cahrus shut down, but he'd dropped off Angel near that Family Home shelter anyway. He'd raise a ruckus, save some humans, and most importantly, close the portal to the pocket-dimension the factory occupied. His employers had indicated that was the most important thing, though Whistler knew better than to let Angel know that. No, best to leave him thinking it was all about rescuing the slaves.

The balance demon himself had been sent to find Acathla and that search had brought him here, in this virtually unoccupied complex. He was almost sure the demonic statue was in the basement, but he hadn't been able to find the entrance. Apparently, the part he wanted to reach had a separate entrance that was infernally hard to find.

Now he was in this room taking a breather and gathering his thoughts, and to relax a bit because keeping himself unnoticed for so long was bad for his brain. Right now, it felt like five sets of tweezers were plucking at it so being able to relax in this room where nobody could see him was a great relief. A relief that only held for a brief time before sound pierced the quiet.

It wasn't too loud, but it was high, so high a human wouldn't have been able to hear it in fact. 'Can't a demon catch a break?' he lamented as the sound stabbed at his nervous system. Bile rose up, burning his throat before Whistler managed to fight it down leaving a bitter taste in his mouth.

From a single tone it went through a range of frequencies even as the volume rose. The world doubled before him, before deciding to dance a whirly jig as the noise went through a whole range of auditory attacks. Like a cat trying to play a waltz with his nails on a chalkboard. 'I must have tripped some alarm, careless,' he concluded as he took a shaky step towards where the door was... probably.

It seemed to take an eternity before his other leg followed suit and another step had been taken, then, just as suddenly as the assault had started, did it end as the door opened automatically. The doorframe was filled by a hulking metal figure that had to slide into the room leading with its right shoulder and ducking its head slightly.

Still feeling a little jittery Whistler backed off. He had recovered enough, though, to notice that the glowing circle in the thing's was the source of that fuzzy feeling he'd noticed earlier. 'No,' he corrected himself. 'Not the source, a source,' he judged as his senses cleared up. It was also then that he finally realized what he was looking at. 'A suit of frigging armor?'

The armored figure raised its right hand up to point a glowing circle on its palm at Whistler. "Don't move," it ordered.

Whistler complied in that he didn't move back anymore, instead he tugged at his jacket and set his fedora at a more jaunty angle while looking as harmless as he could. "Hey, just looking for the bathroom. The door was open and I didn't think you'd mind," he explained.

"I know you're a demon," the armored individual explained nicely while its palm didn't sag an inch.

"It's not illegal being a demon."

"Trespassing is," the human pointed out. "Normally, we'd just slay you, but Buffy wants to know how you got in. I suggest you answer her," he added but Whistler barely heard it. 'Buffy! And it did say Summers Industries at the entrance... This place is the Slayer's?' he wondered with some horror as he gave the suit another look.

There was no way to tell just how powerful that thing was, but from what he could sense of the power source it was nothing to sneeze at. A suit that was quite obviously not piloted by the Slayer, which meant a normal human now could have this power at its fingertips. And the more he looked at it, the more it looked like technology. Which meant it could be produced in numbers and that didn't sound like a very balanced thing. That sounded more like arms-races and winning, and where would that leave his employers? Or him for that matter?

Still, there was the matter of what he was sent to find. Putting his hands up, he made a production of sighing in defeat. "Alright, alright. I surrender... Say, you didn't happen to see this big statue of a demon around here? Can't miss it, it's got a sword sticking out of its chest."

Something whirred to life within the suit as the armored figure's posture shifted slightly. "Who wants to know?" he countered giving away exactly what Whistler wanted to know. 'So the Slayer has Acathla... And with security this tight, it should be safe for the moment. Not like we want to actually do anything with it, no, it can rot here.'

And he needed to tell his employers the Slayer was busy with things she wasn't supposed to have any business with. They would be interested... 'Wait a minute, why did Angel keep quiet on all this?' he suddenly thought. 'No, think about that later. Right now, you need to get away.'

"I do," Whistler replied. "Now could we find a bathroom, I really do need to go."

The visor gave nothing away but somehow the balance demon was pretty sure the armored figure was looking oddly at him. He said nothing, but stepped out of the way and motioned for him to go first. Keeping his smile and hands up, Whistler walked through the door. "Go right," the human told him.

The balance demon nodded and did so straining his ear as he made the turn. The moment he heard the armor start to move he activated his ability and threw himself through the wall. A sledgehammer pounded the wall a moment later but Whistler was already in the next room and running hard.

He'd almost managed to get out when the complex was filled with that same noise that had tortured his ears earlier causing him to stumble. His luck was with him this time, though, because his stumble took him forward through the wall and outside, cutting the sounds off abruptly. "I am not coming back here," he vowed softly. "They can find someone else for that."

**Joyce's Gallery**

"Good morning, Ma'am. How are you today?" a smooth voice greeted Joyce as she stepped through the door of her gallery. Even after hearing the same thing for the last three days it still took her by surprise, having a conversation with a computer.

"I'm fine, Jarvis," Joyce responded. She still didn't quite know how her talk with Buffy about the risks she was taking had ended up becoming a debate over her own security. Buffy had been eager to start wiring camera's and all sorts of devices in their home right away, all monitored by her AI. Joyce had balked at the invasion of privacy her plans implicated, even more so when Buffy didn't understand her mother's concern.

Seeing how concerned Buffy was for her safety, though, she'd caved just a little and had allowed her daughter to install additional security at the gallery as a trial, of sorts. So far, Joyce had been equal parts impressed and unnerved by this artificial person Buffy had created. Jarvis sounded intelligent and very much aware of what he was, yet there was also a curious lack of emotion. A person was supposed to have some measure of self-interest but Jarvis showed no sign of it. "Did anything happen last night?" she inquired.

"There were several people who took some time to examine the pieces at the window, and a group of three vampires passed by at 11:54. I passed on their location to Miss Summers and she dispatched them soon after," Jarvis summed up dryly.

"Flying around in that armor, no doubt. I wish she didn't take such risks."

"On the contrary, the armor has reduced the chance my creator's death in combat from virtual certainty to a likely possibility. Perhaps ma'am will be more comforted after a review of the relevant statistics?"

'And there I was, foolishly thinking parenting Buffy would be easier now that I knew her big secret,' Joyce thought. "That won't be necessary," she told the AI without even trying to hide her discomfort with the reminder of the risks Buffy was taking. Risks she'd been taking for years without Joyce even noticing. And now she was confronted with this new Buffy who's enthusiasm wasn't for boys, gossip, and shoes... On second thought, shoes could still get her attention. But mostly, her daughter was either talking about hunting demons or whatever new invention she was working on.

Sometimes, it was like Buffy had been replaced by a stranger wearing her face. But that was an illusion, brought on by Joyce's failure to notice what her daughter was going through. How she grew to cope with being... well, being a superhero. Her little girl had grown up into the kind of young woman she was proud to call her daughter, but Joyce hadn't noticed just because other people told her she was a trouble-maker. And she'd believed it, even when her own eyes told a different story. 'Well, not anymore.'

Turning her thoughts to more happy topics, Mrs. Summers went into the back of the gallery to start opening the latest shipment. Surveying the boxes she still couldn't believe the bargain she'd had getting all these fine examples of West-African tribal art for such a low price.

There was so much that she couldn't showcase it all. 'Hmm, maybe I should take a few of these home with me? If I have to store them for a while, then they might as well spruce up my house in the mean time.'

**Summers Industries, Sunnydale branch**

The gray-and-white cat was pacing its cage, hissing at Miss Calendar when she leaned closer to examine the feline. She didn't step back, but she did wrinkle her nose as she got a stronger dose of the animal's smell. "It smells dead," she noted. "And it looks dead."

"That's because it is dead," Buffy stated with annoyed certainty. Her ire, however, seemed to be reserved for the situation and not Jenny. The computer teacher had noticed Buffy's anger with her dissolving over the past few weeks, but this was the first time the blonde had gone from polite but distant to simply talking to her as a real person. "No heartbeat and his body-warmth is only slightly above room-temperature."

"Yet it is moving around, that is interesting," Oz chimed in seemingly unpertubed by the stench.

"Nice pet, Buffy," Cordelia mocked standing next to Xander. Jenny was wondering what she was doing here again, the cheerleader had been visiting the complex often lately. Oh, she knew about the girl's parents' financial situation, but that reason was now wearing very thin. Right now, though, there was a more immediate mystery that required her attention.

"It's not mine, it just died in our basement." Buffy remained silent for a moment as a thoughtful look crossed her features. "And then it rose from the grave and went straight back into the house," the blonde mused.

"That sounds like the cat was trying to emulate what it was last doing when it was still alive. Did it go to the basement?" Rupert inquired.

The Slayer shook her head. "No, it went straight into my mother's bedroom."

"This is probably the work of someone new to necromancy, they almost always start with animals," Jenny opined. "Did you get any new neighbors recently?"

"Uhmmm, not that I know... There was Mrs. Kalish from across the street. One of the Tarakans killed her," she explained with a pained voice. "A couple moved in just before I went to LA for the summer, but they don't strike me as the type to go out and raise dead cats from the grave. I think they're more dog-persons," Buffy joked.

"Ah, yes, uhm, and you are certain the cat was truly dead when you buried it?" Rupert prodded.

"Well, it wasn't moving but apart from that it looked and smelled just about like it does now," his Slayer retorted.

"Guess that means we need to hit the books," Willow noted happily. She'd shown a real aptitude for magic, making great strides in learning the basics in the short amount of time Jenny had been helping her with her project.

Unfortunately, this had not translated in equally fast progress on that project, but that didn't stop the redhead from wanting to learn more. To be honest, Jenny was getting a little concerned Willow was going too fast. 'Best if I keep her focused on getting that magic-sensor to work, don't want her delving into topics she isn't ready for just because she's frustrated with her progress in one area.'

"Guess so," Buffy agreed with far less enthusiasm. "You know, Jarvis could have narrowed down our search already," she started to say before Giles interrupted her.

"We've already been over this, Buffy. The Moloch-incident has shown the danger of computerizing my books."

"But that happened 'cause we got careless. If you preapprove every book that goes into the database we won't have that problem."

"Which means we can put the party back into the word research-party!" Xander enthused.

"Or set the building on fire simply because scanning is metaphysically the same as reading. Or perhaps it will simply turn the scanner into a flowerpot. There are numerous dangers involved with such a proposal. I cannot in good conscience support it," Rupert finished.

Jenny agreed, for the most part. But there was a compromise there, to exclude all books containing magic and simply settle for a demon-database, yet she didn't speak up and propose it. Rupert was already taxed far too much, he didn't need another project eating up what little personal time he had left. "I think it would be best if we leave the cat here," she said instead.

Buffy looked at her, and suddenly seemed to realize who she was. She didn't fall back into that distant form of address, though. "Oh, I don't know. It could be our new mascot. We'd call it Patches and Giles could let it guard his precious books when we're not there."

VVV

The suit dragged noticeably more with the combat-pack attached to her back; Buffy had to use a little more juice to stay in the air which, was problematic when she was trying to keep her speed down. Hard to see what was going on down below if you went too fast.

It was made worse by the extra pair of repulsors she'd put on the pack to counteract that decrease in the armor's aerodynamic form, the increase in weight, and the fact that several of the suit's flaps were unusable in this configuration. Those extra repulsors gave her more thrust, but it also made flying the armor a little more finnicky than she'd thought it would.

As a result, she was putting less than her full attention into surveying her surroundings. Patrolling from the air was more efficient, but not when you could only keep one eye on the ground. She also missed having her friends tag along. Talking to them over the com just wasn't the same. "So Giles still doesn't know what brought Patches back to, uhm, existence?"

"Nothing since the last time you asked," Willow told her from SI where she was keeping an eye on Buffy and Xander who was patrolling the area close to the complex. "Just like the last time you asked, and the time before that," her redheaded friend added. "And without more clues, I don't see how he can. Are you sure there wasn't anything at the cat's grave? Some blood, or a bone?"

"Nothing," Buffy grouched. "Nothing but a hole in the ground where Patches dug himself out." Sighing, she bit back her frustration. "Sorry about that, I'm just worried this is the start of something bigger. I just don't know wh-" The blonde broke off as her suit's display drew her attention to a shuffling figure below her. Like a vampire, its body-temperature was no higher than that of the surrounding air, but no vampire would move like that. "Hold on, I think that something bigger is starting. Tell Xander to stay on his toes, I'm going in for a closer look."

Rotating herself into a horizontal position was enough to bring herself to a stop, then she lowered herself to the ground. When she was still a few feet in the air, Buffy cut off her repulsors and let herself fall the rest of the way. She hit the grass with enough force to make an impression in the soft soil, but it also muffled the sound of her landing.

Straightening out, the Slayer took those moments to get a closer look at the shuffler. He was dressed in a suit and didn't just walk like a movie-zombie, he looked like one too. Its skin was greyish green, what was left of it as there were several spots where it had rotten away. It gave a moan but it was hard to tell if this was a sign he noticed her because there was no other indication he noticed Buffy; its eyes didn't focus on her nor did it stop for a moment at Buffy's arrival.

The zombie continued on its path, which would take him straight through the spot where Buffy stood, without any sign of intelligence. It was a walking corpse, and that made it easier for the blonde to raise her hand at the zombie and blast it with her palm-repulsor. The undead flew back, rolling over the ground until it came to bone breaking stop against a lamppost. The corpse lay still for a moment, then it twitched before standing up to resume walking.

'It's coming right back,' Buffy realized. His gait was even jerkier now, but the zombie's blank expression showed no sign of pain. 'Alright, lets try a blast from the chest unit.' The beam lashed out and enveloped the zombie's head. The short burst was gone as fast as it had connected leaving nothing but empty air where a head had been. The body jerked back like it was going to fall, then it righted itself and started to walk again.

"What the..." Swallowing the rest of her curse, Buffy gave up on trying to stop this thing with repulsors. 'I don't know how much of its head is intact, but there's no way I'll be able to find it easily. Guess I'll have to let it get a little closer so I can use my...' An icon appeared on the Slayer's display, interrupting her thoughts. Her suit, now that it knew what the moans meant, drew Buffy's attention to several more sources of that sound moving past her on the left. 'More of them?' It was hard to tell with all the trees and brushes between her and the moans. She couldn't afford not to take a look.

Giving the headless zombie one last look, Buffy activated her repulsors and took to the skies. Sure enough, a group of four was slowly walking through the park. "Willow, are you seeing this?"

"I do. And Xander just called about them too, he's only fighting one but he's not having much luck."

"Okay, tell Giles what's happening. Maybe with this, he's got a better clue on..."

"I already did that when you encountered the first one, but he still isn't sure what's going on," Willow broke in.

"Hmmm, suit, extrapolate course of targets based on observed movement," Buffy ordered. Lines appeared on her display stretching out over Sunnydale, icons popping up as they hit possible destinations. 'The Mall? No, too cliché,' she dismissed before another icon caught her eye and things clicked. 'My house? Mom!' Not wasting any more time with other possibilities Buffy blasted off. 'Of course, how stupid of me. That damn cat practically showed me what this is about, I knew that mask was evil the moment I saw it.'

"Willow, I know what this is about. My Mom put some African art up from the gallery, Nigerian I think. It all started after she hung them up. That's got to be it!"

**1630 Revello Drive**

Joyce had just turned the page on her book when a crash downstairs startled her. 'What?' More noise reached her, the sound of glass breaking mingled with something heavy hitting wood. 'They're breaking into my home!' Dropping the book, Joyce shot out of bed and reached for the phone only to stop when she wondered if the police could help her in this case. Were these just your average burglar or maybe they were vampires?

Judging from the racket they were making, it wasn't thieves. 'A case for the police, or Buffy?' They were stumbling around down there, but nobody was talking. 'Buffy or the police?' Straining her ears Joyce caught faint moaning. And not all of it was coming from inside her house. The first heavy footfall on her stairs clinched it for her. Punching in the number with one hand she started to drag a cabinet against the door with another.

It barely rang once before Buffy picked up. "Buffy! There's a group in the house! They're coming through the windows and..."

"I know, I'm already on my way!" Buffy interrupted sounding distressed herself. "Where are you? Are you okay?"

"I'm fine," she assured her daughter. "They're still on the stairs. I'm in my bedroom trying to, ungh, barricade the door," Joyce explained sliding the cabinet against the door with a thump.

"Good, that's good. Stay away from the windows," Buffy warned her. Before she had a chance to ask why, a high-pitched sound came from outside, rapidly growing louder until it cut off right as her bedroom window exploded inward and her daughter's balled up form flew into her room. The impact of Buffy's armored boots hitting the floor reverberated through the house and when she straightened out the floor groaned ominously.

Joyce had never been this close to the armor her daughter had made, had only seen it with the naked eye once and that was when it was being taken off of her daughter in a brightly lit room. So she was unprepared for how intimidating that dark figure looked even though she knew it was Buffy's face behind that armor. The only thing that saved it from being a menacing dark silhouette was the glowing circle in the suit's chest, but still its dark hues gave it a grim look. A look that the golden faceplate shared.

Joyce was so preoccupied by Buffy's appearance that she forgot about the intruders coming up the stairs. Which was why she jumped when something slammed into her bedroom-door. The elder Summers turned towards the door just in time to see the cabinet slide away and the door start to open as the intruder hit the door again.

VVV

'She's okay, I made it.' Relief flooded through Buffy, robbing her of her voice for the moment. The cabinet placed in front of the door slid back a little as something rammed into the door. 'And not a moment too soon,' the blonde thought grimly as another push created an opening big enough for a zombie to start forcing his way into her Mom's bedroom.

Her mother was already backing away when Buffy walked up to the zombie now stuck in between the door and the doorframe. This one had obviously died in a fire, its skin burned and partially melted. It made Buffy grateful she had gold-titanium gloves between her and the zombie when she grabbed its head and snapped its neck. 'There, quick and clean. Don't want to add to the cleaning bill, Mom's already going to have a heart-attack as it stands.'

Looking beyond the zombie and into the hallway the Slayer could see the other zombies advance in her direction. None of them wandered off to any of the other rooms on this floor. 'They're homing in on this room, it has got to be the mask.' Turning around she looked at where it had hung, but the space was empty. 'I must have knocked...' Her eyes were already traveling down to search the floor when she heard the grating sound of bone sliding over bone.

A look at the now thoroughly breached barricade showed the burned zombie getting up, his head slowly twisting back into its proper direction even as other zombies tried to pull him away or simply climbed over him. 'Mom can't stay here, and if I try to fight full-out I'll bring the house down.'

"Hold on, I'm getting you out of here," Buffy told her Mom as she scooped her up. It took a few precious seconds to make sure her Mom's nightgown wasn't tangled up in the guiding-tubes of her plasma-whips but then she was ready. The blonde could simply step out the way she'd come in, but that would mean trusting the porch's roof would hold her weight. Not something she could gamble on with her mother in her arms.

"Buffy, what do you think you're doing?" Mom asked nervously right before Buffy jumped out of the window, triggering her boot-repulsors the moment she cleared the windowsill. Her mom yelped as they were lifted up in the sky, then again when Buffy shut her repulsors down and they began to plummet to the ground.

She landed in their frontyard, which still had several zombies. There were even more on the porch trying to get into her home. Bending her knees to absorb the impact, her feet sank into the soft ground right in front of one of the walking dead. There wasn't even time to put Mom down, all the Slayer could do was kick the clawing corpse away.

Once that was done, she could let go of her mother. "Duck," Buffy ordered. "I'm going to try and clear the yard," she explained as she triggered the release of her right whip. The guiding-tube extended a bit so that she could reach the handle, which had been magnetically attached to the side of her lower arm, with her hand. The handle was where most of the controls were, including the one that would get the actual whip to start uncoiling.

It only took a heartbeat for a decent length to pool at her foot, then with a twist of her arm she sent its metal segments flying. At the same time Buffy triggered the plasma-whip and the air crackled as the energy supplied by the arc reactor housed within the pack raced along its length. The whip met a zombie and passed through it with little resistance, slicing its torso in two from hip to shoulder, another zombie lost the top of its head on the return stroke before Buffy shut off its power.

'It's weird. Firing my repulsors feels so familiar, yet it's using these whips that feels right. But Tonya never used them.' There wasn't any blood, not on the whip nor on the grass after the pieces fell off. But whatever semblance of life imbued the corpses was still in there as well because the mutilated undead began to stand up and walk again. Even the severed piece of the torso was pulling its way towards the house with its remaining arm.

"Dammit," Buffy cursed softly. She didn't want her Mom to hear. "What does it take to actually kill one of these guys?" Almost as if to answer, her display beeped and a notice appeared to let her know she had an incoming call from Giles. "Please tell me you've got something?"

"I do. Willow said that there was a Nigerian mask among the items your Mother bought recently?"

"Yeah, it's hanging in her bedroom. It's what causing this, isn't it?" She'd already reached that conclusion herself, but that didn't help her. "But if you're suggesting I go find it right now, forget it. I am not leaving my Mom alone with a bunch of zombies."

"Buffy, you must! If I am correct then that mask belongs to the zombie demon Ovu Mobani. If one of the zombies puts it on it will become the vessel for the demon's spirit. It will become the demon!" A flash of light from her mother's bedroom drew her attention. Almost right away, the racing zombies slowed down and some even seemed to be backing away.

"Uh, I think it's a little late now Giles." A figure now appeared at the broken window, looking down at Buffy. It was wearing the mask, though it had apparently morphed a bit to fit the dead girl's face better. "I live." it said in a surprisingly deep voice, "now you die."

Having said this, it stepped onto the porch's roof and walked off of it to land on the ground with some grace. Maybe it got that from its host, which judging from the cheerleader outfit must have had some measure of it once.

In her haste to warn her mother, she shut off her comlink with Giles. "Mom, run," Buffy told her as she stepped in between her and the demon.

"Buffy," Joyce protested but the Slayer didn't want to hear it. Not right now.

"Run!" the blonde half-yelled as she whirred her whip above her head and triggered it. She waited until she heard her mom footsteps before sending the plasma-whip at Oval Mobster. Instead of slicing through its flesh like butter, though, it wrapped around its middle.

It wasn't the clothes that were protecting it, because those were gone as soon as the whip touched them, exposing a fair amount of skin to Buffy. That would have been a nice sight once, before its host had been dead for at least a few days. Now the sight was sure to be a part of some of the Slayer's less pleasant dreams. But other than redden where the whip touched it, the demon's skin remained intact.

"Get Giles back on the line!" She didn't hear Jarvis' reply because a light blinded her. The next thing she knew she was knocked off her feet with the demon way closer than she had been a moment before. "What the hell?" The whip had shut off too, not that it had been doing much good. So as she stood up, Buffy retracted it fully and let the handle reattach itself to her forearm.

"Jarvis, analysis," she snapped as she planted a fist in the demon's stomach. "What just happened?" The counterpunch rocked the blond's head to the side, but the demon went sprawling when Buffy returned the favor. "And has Giles answered?"

"He has, Ma'am. I will put him through now. As for what just occurred, the demon emitted a burst of light from its eyes that temporarily stupefied your mind. I can filter out the light burst, however, I cannot say with any certainty that this will work if the cause is actually mystical."

"Do-" The demon was still on the ground, but looking up at Buffy when another burst of light cut her off. When time resumed, it was the Slayer who was lying on the ground and the demon was on straddling her. Her fingers searching for an opening to reach Buffy's much more vulnerable flesh.

"Screw this," Buffy growled. Twisting her wrists in a precise fashion with her fingers curled just a bit, she commanded her armor to release her swords. The panels at the bottom of her underarms slid open and the handles swung out and into her waiting hands; their blades began to unfold even before her fingers curled around the handles leaving Buffy with a pair of short swords. Those she proceeded to ram into the demon's offending eyes, almost to the hilt.

The demon screamed as it threw its head back, its hands clawing at the swords in an attempt to dislodge them. Firing up her palm-repulsors Buffy was about to blast the demon off of her when Ovalquick simply dissolved into light particles that vanished in an unfelt wind. And the remaining zombies followed her example, vanishing without a trace.

"Buffy, did you hear me?" Giles asked loudly. "You must take out the demon's eyes. They are the source of his power."

Looking around and seeing her mother standing across the street looking very much safe and sound, Buffy didn't answer. "God, I hate Mondays."

**TO BE CONTINUED**


	4. Chapter 4

_I don't own Buffy the Vampire Slayer or Marvel, unfortunately._

_I'd like to thank CaBil for his help in making this story readable. Also, a quick thanks to Dusel for his help finalizing this chapter. It's going to be the last for some time while I concentrate on the sequel to Aesir of Sunnydale._

**Chapter 4**

**Summers Industries, Sunnydale branch**

Karen Cervasce forced down the stray butterfly that tried to escape her stomach as she walked into the SI-building. She could pull this off, she knew she could.

Karen had begun working at Wired without any special interest in technology or the Internet, but figured that a journalist could make their reputation by being able to write on either in an understandable way. That, and chance, had landed her this opportunity.

She was still a low woman on the totem pole, which was why she was the one answering the phones when the call from Summers Industries came more than a month after they unveiled their holocage to the world. Better journalists than her at far more prestigious media had sought interviews and all had been rebuffed. The company line was that they respected their employees privacy so nobody knew who there was responsible for this little breakthrough. With the absence of any human faces to put to the story, the media's attention quickly went back to more interesting topics such as whether or not the President had entertained company in the Oval Office.

So it had been quite the surprise when Summers Industries suddenly offered them an exclusive interview with the head of their R&D department. But the offer was for Karen, the one that took their call and her editor hadn't managed to convince them otherwise. The brunette shook her head. 'Their PR department's entire approach on this is weird, like how they were so coy with the identity of the interviewee even though they came to us for the interview.'

Cervasce had done her best to prepare with what she had gotten, but with just a last name she hadn't gotten very far. There were a few Summers' living in Sunnydale, but none of them seemed to have the right background or education to be an SI employee. Then again, the CEO of Summers Industries was a weird choice as well. A conservator at the British Museum turned high school librarian was an unlikely head of a company on the cutting edge of technology.

The doors slid open for Karen just like the gate had and she was finally confronted by her first living person on SI-property. A petite blonde in a stylish suit that showed off her figure, barely in her twenties if that, gave her a welcoming smile as she greeted Karen. "Hi, you're Karen Curvature, right?" the green-eyed girl bubbled in a Californian accent.

Karen refrained from rolling her eyes or looking towards the heavens to ask what she'd done to deserve this. 'Great, a Valley Girl. Probably hired for her looks than her secretarial skills. If she's even got any,' the journalist thought disparagingly. What she didn't hide was her annoyance. "It's Karen Cervasce," she stressed. "I'm from Wired, here to interview Mr. Summers," Karen supplied.

"Sorry about that, I'm terrible with names. Mine's Buffy, by the way. And yeah, I know about the interview so please follow me and I'll take you to the conference room. It's all set up for you."

'Someone actually named their daughter Buffy?' Karen marveled. Then she had no more time to wonder about that because the ditz was already walking away so she quickly followed. 'Okay, just look on the bright side. She probably can't keep a secret to save her life. So don't laugh and start making nice.'

"Uh, been with the company long?" Karen started. 'Oh yeah, smooth Karen. Real smooth.'

"Yeah, I've worked here since day one. Of course, the company hasn't actually been around for very long so maybe I should've said no," Buffy mused.

"First answers are usually the best ones," Karen suggested. She looked up and down the corridor. "I kind of noticed there's not a lot of people around."

"Oh, there are. Just not in this part of the building. And here we are, Conference Room 2," the blonde announced as she opened the door to usher Cervasce in. The room had a nice view on the woods behind the complex and contained a large table and several big office chairs. "Take a seat."

Karen took Buffy up on that invitation and settled down to wait in the closest chair even as the blonde secretary followed suit and took the seat closest to her. Crossing her knees, Buffy looked expectantly at Karen. "Uhm... shouldn't you let Mr. Summers know I'm here?"

"Actually, Ms. Summers already knows," Buffy told her with a smile that was not at all ditzy.

"You... you played me?" Karen couldn't help the accusing tone. You were supposed to get your subject to feel comfortable so they'd open up, but the brunette wanted to be taken seriously too. This wasn't a game.

"Sorry, I couldn't resist a little prank. After all, I'm not exactly what you expected, am I?" With those words Buffy leaned back as to invite a closer inspection.

"Uh, no, no. But why..." Karen stopped as she remembered that her recorder was still in her purse. Biting off a curse she put it on the table, turning it on as she did so. Taking a deep breath to focus, Karen started over. "Why pretend to be someone you're not?"

"Because for a long time, I was that girl. I'm sure you'll find out all about my background so I thought, let's be upfront about it."

"So, what happened to change things?"

"I had... a crisis, I suppose you could call it. My parents got divorced, I fell out with the popular crowd and, well, I acted out. Got so bad I was kicked out of school. Then my Mom moved us here and I made different friends. I started hanging out with them in the library and their interests sort of rubbed off on me."

Cervasce meanwhile was cursing her lack of preparedness. She'd known going in that she didn't know much, but she thought she'd had some good questions. Unfortunately, it turned out her assumptions hadn't been right and now she had to interview off the cuff. "I-I don't really see how you go from that to, uh, having a company with your name on it developing a breakthrough technology like the holocage right out of high school."

"Oh, I haven't graduated yet," Buffy replied matter-of-factly.

Karen felt very proud that she managed to contain her reaction to just a surprised look. The blonde shrugged. "But my friends have played a big part in it, they've been very supportive. As for how I ended up here, I discovered that I have a knack for approaching problems from ... unique directions. I made some money, but it quickly became clear I could only do so much in Mom's basement. So I invested in this place and Summers Industries was born."

"But you're first products weren't really successful, commercially speaking. You've resorted to giving away your operating system for free, but your market share still hasn't grown much."

"Rose is free to download," Buffy corrected. "There is a cost if the customer wants it sent on a CD. But yeah, turns out, breaking into a market that already has a few big players isn't easy."

"You don't have that problem with the holocage," Karen supplied.

"Not a lot of competition there. Instead, we're our own worst enemy. We didn't think there would be that much demand for holocages so we're only now starting to ramp up production."

"You didn't think there would be much interest in solid, realistic holograms?" Karen asked with a hint of incredulity.

"I think we were a lot more aware of its limitations," the blonde ruefully explained. "And we were actually only shooting for realistic looking holograms. The illusion of resistance was just serendipity."

"Speaking of that, there are a few scientists that maintain your holocage is a sham. That it can't possibly work because it goes against our understanding of physics. How do you respond to that?"

"They're not as bright as they think they are if they can't do the math. The principles behind the holocage are solid," Buffy chuckled.

Karen smiled to show she got the pun. "But you didn't know that would happen when you started development," she repeated back to Buffy. "So when did you realize what you had?"

"When we tried to stick a few sensors in a hologram to test how safe it was. We used a robot-arm and everything just in case there was more heat being generated than we thought. You can imagine our surprise when it collided with what we thought was going to be empty air."

"Hmm hmm," Karen hummed. "You keep saying we, but you're the only one who has come forward to take credit for this breakthrough. Why is that?"

"Actually, it's more like I was volunteered to do this. It's certainly pleasant to meet you, but we value our privacy here at Summers Industries and doing this interview kind of blows my cover of being a normal high school student."

"Then why stick your name on the company?"

Buffy's smile got a little wider. "I'm not going to be in high school forever."

**Sunnydale**

"Is it up yet?" Buffy asked as she cruised over Sunnydale.

"No, Buffy, it isn't," a by now exasperated Willow told her over the com.

"You answered pretty quickly, did you really check?"

"The interview was yesterday, Buffy. And it's Sunday," the redhead pointed out reasonably.

"I know, I know. Its the nerves; Tonya might have done dozens of interviews, but this was my first."

"Well, I don't think asking about it every other hour is going to help. I imagine it's going to take at least a week to edit and fact-check the interview."

"A week?" Buffy asked incredulously.

"Maybe more," Willow added far too cheerfully. "But why are you so worried anyway? It went well, right? Not like you accidentally let slip that your other job is vampire slaying."

"Nah, I just... I worry. Sunnydale's been too quiet, everything is going smoothly with the company, so I can't help but wonder how big that other shoe, which is going to drop any moment now, will be."

"No comment," her friend responded. "I'm not going to jinx us."

"Aw, come on. And you call yourself my friend," Buffy shot back in a light tone. At that moment, Sunnydale's sleazy motel came into view erasing her light mood. More precisely, it was the group strutting out of the Motor Inn towards a limousine of all things. Hovering now, the Slayer observed the group as they dragged some girl along.

Local vampires had learned to stay under cover and not gather in large groups. But these were doing a hell of a lot more than that, displaying their victim like they owned this town. The one that looked to be in charge was huge, and... "Wills, I got a group of vamps here dragging a girl out of the Sunnydale Motor Inn. Their leader looks weird, he has these cloven, hooflike hands but his face looks vampy enough. I want you to contact Giles and see if he knows who this is."

"On it."

"Great, but you better hurry because I'm going in now." Cutting power to her repulsors to near zero, Buffy aimed her feet at the limousine. That should get their attention.

VVV

"Gah!" The Slayer gasped as pain raced up her spine from her shins. "What?" Faith broke off then as she remembered. The next step hit her broken legs with the same force, but this time she didn't cry out. 'Don't cry, don't cry, don't you dare cry!' Faith chanted as they dragged her down the stairs. She'd tried to find Buffy at the places vampires usually went to get their victims, figuring Buffy would be there hunting the bloodsuckers in turn. Faith had only been searching for a day when Kakistos had caught up with her and now...

White-hot pain lanced through her, wiping out all thought. Somehow, she managed not to cry out. Faith didn't know if that was true for the next step. She didn't know anything.

VVV

Faith wasn't sure what roused her, she was nowhere one moment and the next she was back in Sunnydale. The hint of a cool breeze told the Slayer she was still outside, but she didn't really see the point in opening her eyes and seeing where she was. What did it matter? She was already dead, all that was left was the torture.

What did catch her attention was the sound of crumpling metal. It was night and her eyes refused to stay focused, but Faith thought she could see why everybody had stopped. A dark figure with a glowing something on its chest was standing on the now crumpled roof of Kakistos' limo. Faith strained her eyes to see better, then blinked and tried again when the image resolved into something impossible. But the figure stubbornly remained a dark-colored Iron Man.

It was only after the armored person stopped speaking that the brunette realized he'd done so at all. 'What did he say? Something about... his town? What else?' Iron Man wasn't stopping to let her catch up though. The air crackled as he suddenly held a whip made of lightning in his hand. One flick and it seemed to shear through the limo and then came towards Faith.

Panicked, Faith ducked as much as she could. All she managed though, was a bob of her head and it didn't matter anyway. The whip never came close as it passed over her head and then no one was holding her up. The street came rushing at her. That hurt, but not as much as the steel bands suddenly squeezing her chest. She gasped, or tried to, because her lungs wouldn't cooperate. She couldn't breathe, she couldn't stay...

VVV

Waking up was a lot less painful this time. Faith opened her eyes, then shut them right back when the light blinded her. Her hand reflexively came up to shield her face, but the move was awkward. 'Shouldn't this hurt?' Opening her eyes again Faith examined herself and found bandages.

A quick inspection done more by touch than sight told her someone had undressed her and wrapped her chest. Her legs were another story, they were immobilized but not in a cast. She still felt sore and didn't dare to breathe deeply, but she was alive and probably no longer in Kakistos' hands.

Squinting, Faith surveyed her surroundings. 'Doesn't look like a hospital, more like a set from the Six Million Dollar Man.' There were screens, computers and mechanical arm-things. She was lying on a cot and her legs were stuck in some kind of metal framework. 'Did that guy in the armor take me with him?

"Ma'am, our guest is awake," a British voice announced. Looking over her shoulder, Faith at last caught sight of another person. It wasn't the source of the voice, that had been male and this was definitely a chick working on some kind of high-tech backpack.

The blonde was returning her look. "So I see. Good morning, how do you feel?"

"Uh, not so bad, I guess. Uhm... did you fix me up?"

"Yep," the blonde confirmed as she stood up and walked over to study a screen close by. Faith didn't have a good view of it, but it looked like it was displaying her vitals. "You're healing fast, Miss Lehane."

"How do you know my name?" Faith asked startled as she got up. Or tried to anyway, her body was starting to protest more and more each time she moved. It looked like she had a ways to go before she could do something like, say, escape.

"Boston PD's got your fingerprints on file, that made it easy. Also, Kissing Toast was kind of obsessed with you."

"Kakistos," Faith corrected her. "Wait, was? You mean he's dead, did your boss kill him?"

Now it was the girl's turn to be surprised. "Boss?"

"Yeah, the armored dude. I was kind of out of it, but his entrance was hard to forget."

Her surprise turned to amusement. "Actually, that was me. I know the armor is not exactly flattering but I thought the voice would have given away that I am all woman underneath."

Faith couldn't help but blush a little. "Ehm, sort of missed that. Like I said, they did a number on me so I wasn't exactly at my best."

"Or conscious," the girl added. "Almost took you to the hospital until Jarvis pointed out you were healing faster than a human. I don't think they'd be able to explain Slayer healing."

Finally, it clicked for Faith. A blonde girl who knew about Vampire Slayers. "You're Buffy." Why hadn't Diane told her the Council's perfect Slayer was flying around in powered armor? Shit, she could save the world twice before breakfast too if she had an ace like that.

"You know me?" she actually sounded surprised.

"Sure, my Watcher t-she told some stories about you."

"I know she's dead," Buffy told her in a soft voice. Faith didn't say anything. "It wasn't hard to figure out your legal guardian was your Watcher and... I'm sorry, police found her body. The autopsy report is... pretty graphic."

"I don't want to talk about it," Faith snarled as she looked away. She didn't want to think about it either. "Is Kakistos dead?" she asked again still not looking at Buffy.

"He's dust," the blonde confirmed. "Jarvis, could you put up the footage of me kicking his ass?"

"Of course. Please direct your attention to the screen on your right, Ms. Lehane."

"It's Faith, call me Faith," the brunette corrected what she now realized was some kind of computer. And it shared the same name as the butler of the Avengers, weird. There was a story there, one that tied into the whole armor deal Buffy had going. She was sure of it, but right now she wanted to see Kakistos die so she said nothing as a screen started showing Kakistos' last moments.

It was pretty obvious that Faith was now seeing what Buffy had been seeing, the image rocking with the vampire's punches. Then he grabbed something just below the camera's viewpoint and started pushing Buffy back. "He wrecked my plasma-whips with that move," Buffy commented. "The frame on the pack buckled when it hit the wall and... You're not interested in that."

Faith really wasn't, because Kakistos was finally starting to take some punishment. She couldn't see everything, but somehow Buffy had managed to knock the hulking vampire around and then off his feet. She did get a good view of a handle popping out of her arm which then grew a blade that sliced into Kakistos' neck in the same move. Didn't go through more than halfway, however. Looked like it was caught on his spine.

Buffy reacted with a move she couldn't have done if she hadn't been wearing armored gloves. Taking a hold of the other end of the sword with her free hand, the blonde kneed Kakistos in his face and used that for leverage to yank the blade the rest of the way through the demon's neck. Faith watched as her nightmare collapsed into a pile of dust. "It's really over."

She only realized she'd said it out loud a moment later. To cover it up, Faith turned to Buffy and asked a question she'd been meaning to ask anyway. "Okay, I need to know. What's the sitch here? Jarvis, the armor, it's all straight out of... comic books." She couldn't show too much knowledge about comics, she had a rep to think of.

That made Buffy laugh for some reason. "Actually, that's exactly where it came from. Well, the know-how to make this stuff anyway."

"That don't make sense," Faith pointed out frowning.

"Last Halloween, this sorcerer turned everybody into their costumes. Long story short, I went as Tonya Stark and after the spell ended I still had her memories. I've been busy recreating her tech since, but it's slow going. I've barely scratched the surface so far."

She'd never heard of a Tonya Stark, but the last name was enough. Buffy was frigging Iron Man now, or Iron Woman. "Looks pretty much finished from here."

"Oh, you mean the Mark II?" The blonde shrugged. "I guess it does, but Tonya's armor was a lot more advanced than that."

"If you say so," Faith said sceptically. "When can I stretch my legs?" she asked indicating the frame around her legs.

"Uh, a day or two I guess. Not a doctor, but the scanner should tell me when the legs are healed enough. In the mean time, I better go find you something to eat. Don't go anywhere!"

"Like I could," Faith scoffed as Buffy walked away. Then another urgent matter hit her. "Wait a sec, how do I get to the bathroom?"

**Summers Industries, Sunnydale branch**

Giles was still worried for Faith when he entered his Slayer's work area. He'd just told the brunette of the Council's decision and received little reaction. The Watcher had thought Faith would have a stronger reaction to the whole thing, but she'd just heard him out as he conveyed his condolences.

Classic rock played loudly over the loudspeakers in the ceiling and he didn't think Buffy had noticed him. She seemed to be very involved with yet another invention. She was soldering something together, the light image hovering to her left illuminated what it was a part of. It looked more or less like an airplane to him, with the highlighted part to be the engine. Which meant it was most likely a model, but it didn't tell the librarian why his charge was constructing it.

He was about to draw her attention when Buffy looked up by chance. She turned the music off right away before greeting him. "Hey, how did she take the news?"

Taking a seat, Giles sighed. "I honestly can't say. She didn't seem to care one way or the other what the Council decided. She has not mentioned her Watcher at all either, which is worrisome."

The blonde nodded. "I think part of it is that she can't walk on her own. I know I wouldn't like it and the wheelchair isn't much of an improvement."

"Perhaps," Giles allowed. He was certain there was more going on, though. Had Faith been there when her Watcher was tortured to death? Did she blame herself for what happened? These past few years he'd thought more than once that his training had been poor preparation, with this as another example. "But she is recovering quickly, she should be up and about by tomorrow."

"I was thinking of releasing her today. Us Slayers heal quick."

"I believe she would appreciate that," Giles murmured as he glanced at Buffy's project. "She also expressed some interest in the suit you were building. But this doesn't look like it is a part of it."

"The one-point-five? Yeah, we passed it during the tour. As for this," she waved over at the wireframe, "it is a part of that, actually. I got thinking after what happened with the zombies and now Faith that I'm not using my smarts for patrolling."

Frowning, Giles looked over at another part of the lab where robot-arms were working on a half-finished suit. "Yes, about the, ah, I believe Xander called it the Slay Machine?"

Buffy smiled. "Yeah, the sidekick to my Iron Slayer. What about it?"

"I distinctly remember you telling me I could reduce the research budget for the next three months, and you did so less than two months ago," he finished with a pointed look.

Giving him an guileless look, his Slayer nodded. "And I've been good. The 1.5 mostly uses components from the Mark 2 so that will drive down maintenance costs for the both of them."

"Then shouldn't it be the 2.1 or 3?"

"Nah, the Mark 3 is... a concept right now. So that one is already taken. And this isn't an improvement on my suit, but on the Mark 1. It's got the same steel alloy as that one, though I'm thinking of putting a carbon-composite armor on it for protection. It would help keep the weight down," Buffy mused. "In any case, think of the "Slay Machine" as a T-Ford and my "Iron Slayer" as a Ferrari."

She grimaced. "Honestly, I might have gone a little overboard with the Mark 2. She's stretching what we can do with our current tech-base, and she performs beautifully, but she's designed around, well, me. A normal person would have to go to the hospital after a fight in her. I'm making the Slay Machine so anybody can fight in it, and fight hard."

Nodding that he understood, Giles attention drifted back to the hologram. "And how does this fit into this re-appraisal of your strategy?"

Buffy leaned back. "It's an extra pair of eyes. Well, more than one. Up until now, I've been using my suit to do patrols from the air like I used to patrol on foot. Now with Xander patrolling on his own we're covering more ground but there's still a lot of town for just the two of us."

"Ah, I see now. It's an automated watchman... Hmmm, yes, that would be useful."

His Slayer nodded enthusiastically. "Exactly. I'm designing the drone along the same lines as the suit with all the components coming from things we already use. The sensors and communication gear are the same as my Mark 2, with one exception. And for the engine I'm going with repulsor pistols. Four of them combined should give enough thrust to get it airborne."

"An exception?"

"Hmmm?"

"You mentioned that the sensors and communication gear were spares, with one exception," Giles prompted.

"I'm leaving a space for Willow's magic sensor. She thinks they're close to a breakthrough, but she doesn't think the early versions are going to be small enough to fit on the suits. That's another reason for the drone."

Giles eyebrows rose up at the news, he hadn't heard about a breakthrough. Buffy noticed it too. "Ms. Calendar didn't mention it?"

"Ah, no. Uhm, I got the impression they were still investigating the project's feasibility. Then again, technology is not my strong suit. I may have misunderstood something she told me."

"And magic is abracadabra to me," his charge joked. "But getting back to Faith, there's still the little matter of where's she's going to sleep. That motel is right out and she strikes me as the type not to take what she thinks is charity so inviting her to stay with mom and me won't fly either."

"I suppose my apartment might offer an acceptable alternative, but you have another idea?"

"I do, I was thinking she could have our guest room here in the complex. Not like Angel needs it anymore and it would be easy to hook up a TV. It's already got a bed, fridge, and is actually fit for human habitation unlike where's she's been staying."

The Watcher gave his Slayer a searching look. "Is there some other reason you want her to stay in, ah, your former paramour's, uh, room?"

"Get your mind out of the gutter, Giles," the blonde riposted with some mirth. Giles blinked, wondering what she was talking about. He was worried this was an attempt to erase any reminders of Angel, not anything else. Before he could ask what she meant, though, Buffy hastily returned to the original topic. "I thought it was a great way to talk her into accepting a spot on the company's payroll."

"Indeed?"

"I don't know exactly as what yet," Buffy told him defensively. "Security consultant or something, but that isn't important. I'm sure she won't want to stay here permanently, but when she does move out she'll have the money to get a nicer place. And it ties her more to us and less to the Council," she finished darkly.

"Buffy," Giles said in a long-suffering voice.

"Don't 'Buffy' me, Giles, I'm still working with the Council here but I have zero faith in them. Their heart might be in the right place, but their operation just sucks. The world's changing and I would be surprised if at least some of the demons aren't moving with the times, which means we can't afford to sit back and wax nostalgically about the British Empire."

"Yes, because that's what we English are so fond of doing while enjoying our afternoon tea."

"Don't forget the crumpets! Or was it scones? But you can see my point, right?"

"Having seen what your inventions can do... yes, I can. But the Council has been around for millenia for good reasons Buffy, so you are doing them a grave disservice by dismissing them. And, need I remind you that I am a Watcher as well?"

Buffy simply raised an eyebrow. "Which just proves my point. Does "dread machine" ring any bells?"

Coughing, Giles thought it best to change the subject. "So, you want to give Faith some financial security without the appearance of, well, the giving. I believe that can be arranged. Do you want to propose this arrangement to her or should I?"

"Nah, I'll do it. I need to stretch my legs anyway and get in some training," Buffy said as she stood up and stretched. "I think I've been losing my edge. Kakistos shouldn't have given me that much trouble. The armor has spoiled me a little."

**Shady Hill Cemetery**

"Man, you got a lot of dead people," Faith remarked shaking her head at hitting yet another graveyard on her Sunnydale tour. "What is this, the seventh? How many does this town have?"

"A cool dozen, but a lot of the graves are empty," Buffy answered easily.

"Vampires?"

"And zombies, we had an outbreak of them a couple of months ago and they all vanished into thin air when I slayed the head zombie. But mostly vampires," the Slayer added.

"Guess it never gets boring here in the 'Dale."

"Only if you're lucky," Buffy replied with a wry smile. "So, what do you think of the glasses?"

Taking them off, the night became darker and more mysterious. Faith twisted them around in her hands. "They're alright, but couldn't you have made them look less cheap?"

"I needed space to put all the doodads in."

"I'm not complaining," Faith clarified before pulling out the collapsible sword the blonde had given her and extending it. "The shades and this baby, all very James Bond." Stopping, she tried to adjust that damn top again.

Buffy stopped as well. "Did I make a mistake with the measurements? You keep fidgeting and adjusting the body armor."

"I don't know, it just feels a little odd. The pants are more stretchy than I'm used to and this top is way thicker. Covers more too." It hugged her body as well, but that Faith was used to. Maybe she should have gone with the coat instead and worn her own clothes underneath like Buffy had done. "Ever caught some kids doing the diddy out here?"

"Uh, no. The smooch point is up at Kingman's Bluff." Buffy nodded her head in that direction. "It's a lot safer, most vampires won't bother going all the way out there for a meal."

"So we got the cemetery all to ourselves?" Faith made sure to wriggle her eyebrows to get her point across. She also took off her coat, but that was because it was just too warm for the Bostonian. Whatever this stuff was made from it did a great job keeping her warm.

A low, soft roar coming from above and behind them got louder then. Looking in that direction, Faith saw a small plane with long, narrow wings and a swallow's tail fly over before banking so it could circle above the two Slayers. "Xander," Buffy said patiently while looking directly at the drone, "are you using the Seraph to eavesdrop on our private conversation?"

"What? NO!" Xander denied. They could both hear him thanks to the earpieces connected to a radio clipped to their belts. "I'm just testing it. You know, see how she handles at low altitudes. Look, I'm making tight turns which you really need when you got to fly through some deep valley, I mean narrow canyon."

Faith snorted at the rattled off explanation, but Buffy kept a straight face. "Go test it somewhere else." After that she turned back to the other Slayer and turned off her radio.

"Ya want to keep this private," Faith concluded with a grin.

Buffy frowned. "How did you...?"

"Figure out you don't drive stick?" the brunette supplied. "I can tell when someone's hot for my form, of course it's usually a dude. I take it your friends don't know?"

"Willow does, Xander doesn't. And Giles... I can just picture it now. Him cleaning his glasses into nothing while I'm silently begging the ground to swallow me whole. But I didn't want the privacy for my sake, Faith," the blonde stressed.

"What do you mean?"

"First things first, I have absolutely no intention of starting anything with you. You're jailbait, Faith, with the emphasis on jail and honestly, you don't strike me as the stable relationship-kind." Faith rolled her shoulders uncomfortably, it had slipped her mind that Buffy knew she was fifteen. The blonde reared back in surprise too, for some reason. "Wow, didn't expect to be on this end of the conversation this soon."

"Why, you've been on the other end recently?"

The blonde froze for a heartbeat, then started to smile ruefully. "Yeah... She was nice enough about it, but still... So, I know that it isn't exactly pleasant to have this conv-"

She broke off when she noticed Faith's raised hand. "Save it B, I think we're getting off of the wrong foot here. I'm not some simpering chick who wants to thank her rescuer. I'm just..." Now her cheeks did redden a little as she almost said something she had no intention of saying. Better end this quick. "Just looking for some fun. If you're not up for it, fine by me. Plenty of fish in the sea and all that."

She started to walk again, but Buffy wasn't following. "You do realize," she started as she caught up with the brunette, "that with Stark's memories rattling around in my brain I'm the more experienced one. I've done plenty of fishing, I just like to keep my fish... Okay, that sounded better in my head. I think this whole metaphor's gone as far as it can."

"Whatever floats your boat B," Faith said with a straight face. "Didn't mean to take the wind out of your sails."

Narrowing her eyes at Faith, she seemed to mull something over. Finally, she gave up. "Dammit, I can't come up with a properly nautical counter. I blame your upbringing!" Faith's expression froze for a second as thoughts furiously tumbled through her head, but Buffy wasn't finished. "Probably had clam chowder at your tea parties every year."

Breathing again, Faith forced herself to use a teasing voice. "I thought Sunnydale has a harbor too."

"Spent most of my life in LA," Buffy quickly pointed out.

"Hate to break it to you twinkie, but I'm pretty sure they're on the ocean too."

"Oh, just rub it in why don't you."

"Is that an invitation?"

**Summers Industries, Sunnydale branch**

"He looks so depressed," Willow observed sadly stealing another look at the monitor showing a wolfed-out Oz in his cell. "First his friend Jeff gets mauled, then Debbie gets killed and Pete vanishes with the cops saying he did it all."

"Him knowing he didn't do it can't be more than a small comfort," Miss Calendar agreed as she readied the final ingredients.

"No, and I can't do anything for him when he's all grrrr." Sighing, the redhead turned her attention to the setup in front of her. The fruits of several experiments where there was more error than trial, Willow was sure that this time they'd get it right.

The locator spell they'd settled on was simple and didn't require any potions, herbs or other supplies. Just a long stick with several symbols carved into it, which had been replaced by a nail with a large head so the symbols would fit on it. When something magical was detected, the nail would point in the right direction, and with three nails in a triangular formation with some distance between them, it was easy for the computer to determine the exact location.

It sounded simple, but they hadn't had much success so far. At first, the problem was getting it to work at all. The original spell called for a wooden stick, but using that meant they wouldn't be able to miniaturize the sensor so they'd tried aluminum and steel nails instead, but neither worked. Luckily, Miss Calendar had suggested to use cold iron and that had done the trick.

That was not the end of their troubles though. Willow, remembering the whole Moloch-incident, had gone to the precaution of using a dedicated chip for the spell. It would repeat the two long verses in Sanskrit perfectly and repeatedly since the spell fizzled out after the needle pointed out something. But that had caused a new problem.

A single pointer worked, but only revealed the direction and not how far away the source of the magic was. That made it impossible to determine how powerful the spell was. Her reasoning was a stronger magical effect left a larger footprint so something detected further away should be more powerful. So Willow had tried using three independent pointers, each outfitted with their own chip. They didn't get far testing that setup, for as soon as she turned them on they pointed to each other.

While it hadn't taken a genius to figure out that they were sensing each other, the solution proved more elusive. She'd experimented over and over with synchronizing the chips so the spells would all go off simultaneously. An entire week wasted as she tried to set the chips' internal clocks to the exact same time down to the millisecond, toying with different configurations in an attempt to get the blasted thing to work. It was only when she added yet more complexity in the form of a central timer linked to each chip that Willow finally hit upon the idea now in front of her.

Instead of getting several spells to work simultaneously Willow had gone back to getting one spell to cover multiple needles. Sure, that came with its own set of problems like how the needles had to be equidistant from each other and the spellchip, but that was simple engineering. Getting the spell to cover three pointers instead of one was more difficult and it was only thanks to Miss Calendar that Willow had figured out how to tweak the spell to do so. Hopefully anyway, this was the first time they'd try all the components together.

"You can be there for him in the morning at least," Jenny reminded her. "I'm ready at this end. You?"

"Uh, right, just give me a sec." A few quick keystrokes later Willow nodded to herself and looked at the devices arrayed before her on a table. It didn't look impressive, a clutter of wires leading from a small box to three contraptions that reminded her of gumball-dispensers. Instead of gumballs there was just one needle suspended from the top with several sensors attached to its exterior. When those needles didn't point at any of the others, but after finishing a little dance came to rest, Willow finally looked over at Miss Calendar. "Ready."

"Good, then come over here so you can perform the spell."

"Me?" Willow flustered.

"Why not? You know the theory behind this spell and it's not like you need to keep an eye on the sensor while it does its thing."

"Uh, yes, right, okay." Nodding, the redhead walked around the table and towards Jenny. "So, conjuring fire out of ice. I can do that?"

"Only one way to find out," Miss Calendar pointed out.

**Sunnydale, City Hall**

Swaj let two of his bodyguards enter the room first, waiting outside while he took in his surroundings and only entering after they motioned that all seemed secure. He was followed by the final member of the triad serving him and who was carrying the item the client had requested.

Catching sight of the customer and his bodyguards Swaj made an effort to look pleased to see him. It was needed because his face was nearly expressionless, one of the disadvantages of looking like a shark. People might think he got some of the benefits, such as being a great swimmer or sniffing out a drop of blood from miles away but they would be disappointed. Swaj was in fact a poor swimmer, couldn't breathe underwater, and liked his meat cooked well-done thank you very much.

His bodyguards, though, did like their food rare or even fresher. Dressed in a coat and breaches made out of stitched together leather patches that only left their orange-skinned hands and heads uncovered, the Niph had served as the strong arm of the Iron Mongers for thousands of years. Blood for iron, was the ancient compact, though the contract had been renegotiated later to include a little gold. The Niph honored their contracts, but weren't stupid.

The iron they were wearing now with the mail shirts hidden by the leather. Their weapons weren't hidden in the least, each proudly carried three throwing knifes on their right shoulder, a Hunga Munga on their right thigh and a kukri across the small of their backs

They were the only ones who openly wore weapons and traditional demon apparel, everybody else was seemingly unarmed and wore business suits including the three vampires his client had brought to this meeting. But they weren't important, more of a show than actual security, Swaj was sure his client could handle that on his own.

"You are lucky you made that order when you did, Mayor Wilkins. Normally, ordering something like this on such short notice is impossible but I still had a few available. Take that box of Gavrok you ordered, for example. I finally found one, but transportation is an issue so it won't be delivered till January."

The Mayor's pleasant smile lessened slightly. "I believe in keeping promises, Monger Swaj, that's what sets me apart from other politicians. And I expect the same thing from those with which I do business."

"Not to worry, Mayor Wilkins, there won't be any more slippage in the schedule." Taking a seat on the other side of the conference table he motioned his bodyguard to place the small chest containing the item on the table. "One Crest of Aranak as requested." Taking that as his cue, the bodyguard opened the chest to present the item.

"I don't really understand why you'd want it, not like you could use it yourself and it doesn't enhance a demon's powers all that much. But it is a piece of fine craftsmanship still warm from their priests'... hands. It will last you a lifetime," he added dutifully. But the question did bother him. The triangular crest might be traditional gear for Aranaki warriors, but there wasn't much demand for it outside of their people. It was rare thus expensive, and most demons could get something more powerful for what it cost. It was more effective with humans, but at the expense of their sanity and shortening the bearer's lifespan to about an hour. So what use was it to the sorcerer and how could he make more money off of it?

"Oh, my people have stumbled upon the perfect candidate. But let's talk payment. Here," one of the vampires that was carrying a briefcase placed it on the table, "is the agreed upon amount. You can count it of course." The undead assistant clicked the case open. "However, I have something else you and your associates might be very interested in." Now the other vampire carrying a briefcase opened his and Wilkins removed a single folder from it. "In exchange for lowering the price by half, I will give you information about a unique new weapon and a chance to see it in action."

Sawj chewed on that for a moment. "Interesting," he allowed. "But I do have expenses to think of. Getting the Crest had its challenges and then there are my dues to the guild." Of course, information could be more valuable than gold but it was harder to judge its value from what little Wilkins was telling.

"It involves the Slayer. She's been quite busy these last few months," Wilkins informed him with that same affable expression. His associates showed more, getting nervous at the mentioning of the Vampire Slayer.

"The Slayer," Swaj scoffed. "Isn't she below the notice of... people such as we?"

"Oh, this one is quite the firecracker and she's become something else recently."

Again an allusion to a recent event. "Well, since it's you I suppose I could drop say, fifteen percent from the price."

But the Mayor of Sunnydale simply shook his head and started to pick the folder up. "No, I think I'd rather pay full price then. My mother didn't raise a fool, Monger Swaj."

"Thirty percent then."

That stopped Wilkins. "Excellent, I knew we'd come to an understanding." With those words he opened and slid the folder over to Swaj. There were some reports there beneath the photos, but it was those photos that first grabbed his attention. They were taken at night so it was dark, but the figure in them had some illumination of its own. It looked to be armored and... flying.

**Summers Industries, LA branch**

Gwen probably wouldn't have hit this place if it wasn't for the client, or more precisely, what that client could pay with. It wasn't because the security was particularly tough or she had some problem with this type of job; she'd done corporate espionage before. If it had been up to Gwen, she'd much rather have gone after their R&D place. Much better odds for getting some nice goodies which would also net more with the buyers.

But the client had been very specific. They wanted to keep Summers Industries in the dark about the break-in, and besides a look at the inner workings of that holocage of theirs they also wanted her to install a backdoor into their mainframe. Why would she object when it made for a short and easy job?

And it had been easy, the electronic security systems had been easy to fool and the security guard here wasn't allowed to do floor checks. Smiling smugly, Gwen removed the panel on the console and after some searching she found a port on one of the circuit boards to plug the device her client had provided her with. She was so busy that she didn't notice the LED on the camera in the corner begin blinking.

**Sunnydale High Library**

"I thought the weird things went away at the crack of dawn?" Cordelia remarked.

Buffy eyed her and wondered why she was even here, but didn't raise the point. She wasn't all too happy about having to meet this early either. "This happened last night. I already told Giles about it, but I thought I'd let you all get some sleep." And get some herself. She nodded at the opened laptop. "Tell them what you told me, Jarvis."

"Yes, Ma'am. Should I include the information I found since?" Her reply might have had a little too much biting sarcasm in it, but luckily the AI ignored that and started its briefing. "This morning at 1:09 AM I became aware that the security systems at the Los Angeles office had been disabled by unknown means. I tried to reinitialize the systems, but was unable to do anything more than briefly reactivate some of the cameras."

A slide show appeared on the screen showing a woman in form-fitting clothing doing something with the console of the holocage. "The intruder copied all of the holocage's software and installed some sort of device into the office's connection to our mainframe before covering her tracks while exiting. Ironically, it is that last act which gave me the most information on her." Now Buffy's ears perked up, she'd heard all this already. Now they were getting to the good stuff.

This image showed the intruder with her right glove removed and her bare hand hovering over a keypad. "The intruder either has a device or the biological ability to affect electrical fields. This made it quite easy for her to defeat all electronic security measures. Even I only managed to keep the cameras on for a short time and the images retrieved were garbled and needed to be reconstructed. Considering the proficiency shown here and her observed facial features I searched the FBI database for a thief matching those characteristics."

A file appeared now with some text, but instead of a photograph of the woman there was a police sketch. "Gwen Raiden fits the profile, a suspect in several burglaries of not just companies but private homes owned by wealthy individuals. Note that the FBI also suspects her of several murders based on a witness that survived an encounter with her. They think she has a modified taser allowing her to induce a fatal heart-att-"

"Oh my God!" the cheerleader exclaimed drowning out what Jarvis was saying and drawing all eyes to her. She, however, only had eyes for the laptop. "I've seen her, I've talked to her. She knows where I live!"

"She's in Sunnydale?" Buffy asked.

That got Cordelia's attention. "What?"

"Is this Gwen living here," Xander explained.

"No, of course not. Why'd you think that?"

"Because you said you talked to her?"

The brunette rolled her eyes at Xander. "I didn't say I met her here. It was during this summer, in Las Palmas. There was this party and she was there. She stood out 'cause it was pretty hot even at night but she was all covered up."

"So she's a regular in LA's party circuit," Buffy mused.

"We already discussed what we would do about this, have you changed your mind?" her Watcher inquired.

"Obvious question," Oz interrupted. "We aren't calling the police?"

"Hey, he's right," Xander chimed in from the other side of the table. "We're not dealing with our own Sunnydale PD here. I hear the police in other cities actually arrest criminals from time to time."

"One problem with that, we don't have any evidence we can hand over to them and this Gwen was careful."

"What do you mean? We've got the evidence right there," he started to point at the screen and then stopped as another thought hit him. "Oh, right. AI's aren't supposed to exist. But we don't actually have to tell them about Jarvis."

"Not without raising some questions on how exactly we got this footage. And then there is the way she got in, using either something supernatural or high-tech wizardry on the level of Ted. Both should be investigated by us," Buffy concluded. "So we need to send someone to LA to do exactly that. And since you already seem to know this Gwen," Buffy said looking at Cordelia, "you should go along too."

"Me?"

"She?" Xander echoed as Buffy nodded. "She's the only one who has actually met this Gwen and is familiar with the social circles she's traveling in. And I wouldn't complain too much 'cause you're going with her."

"Me?"

"It can't be me or Faith, we still got a Hellmouth here to keep an eye on. I need Giles here if something does go down and Willow is out because there's a good chance there will be a confrontation."

"Hey, I can handle myself!" Willow objected.

"Didn't say you couldn't, but you're more fire-support rather than front-line gal," Buffy assured her friend.

"That's nice, but I don't see why should I go," Cordelia rejoined.

"I said why, you're our best bet at finding her."

"Uhuh, that's why you want me to go. Why should I want to go? With him?" the cheerleader asked indicating Xander who gave an offended "Hey!" at the gesture.

"Because you get to spend the weekend at one of the finest hotels of LA and go shopping on the company's dime? After all, if you have to socialize to find our thief you both need to blend in."

"And I get to keep any clothes afterward?"

"If the purchases are within reason and you turn in a receipt upon your return," Giles hastily amended.

"But about finding the thief, what am I supposed to do when I do find her? I mean, I'm pretty sure she's already sold what she took and we already know about what she left behind," a puzzled Xander pointed out.

"Actually, there are still a few things we might learn from the leak," Giles informed him. "Tap," Ms. Calendar whispered into his ear none too softly. "Ah, yes, uhm, an examination of the physical object might provide us with a few more leads so I suggest you make that your first order of business after settling in, of course. I'll be arranging the details while all of you attend your classes."

"Not so fast, there's the little matter of my fee," Cordelia objected.

"Fee?" the Watcher asked looking mystified.

"Yeah, we've agreed upon the expenses now we're talking about my pay."

**Summers Industries, Sunnydale branch**

Xander was starting to have some second thoughts about all of this as he stood there beside Cordelia while Buffy went over the equipment. It was mostly for Cordelia's benefit because he already knew most of this. "Okay, now here's your own Rebirth-suit with the same modifications as Xander's so whatever this Raiden does to disrupt electronics, it shouldn't work on the suits."

"I thought I was only supposed to play guide, now you want me to fight too?"

Buffy simply shrugged. "This is more of a just in case thing, you never know," she finished as she closed the suitcase. "Same reason you get the night vision sunglasses and the repulsor pistol. To be honest, I think you'll get more use out of the laptop, but this can get dangerous."

"Why am I helping you again?"

"Shoes?" the blonde suggested. There was no sour note there, despite the fact that Cordelia had pretty much blackmailed them. But then, they all knew her financial situation and they knew the brunette would most likely need that money.

"Right," Cordelia agreed nodding her head. "Okay, let's get this over with."

"If you're sure. Now, you'll be staying at the Giltmore Hotel and not to worry, we booked two adjoining rooms. Giles alerted the SI's office manager to have everyone to work from home today. He's expecting you to check things out later today. Giles is also lending you his car."

"Giles' car?" both Xander and Cordelia said. Neither sounded happy at the news.

"I can assure you it is perfectly serviceable," the librarian huffed. Then he got a somewhat sheepish look. "Though not up to the journey to LA and back. So you'll be using the car I've been leasing for those trips."

"I'm driving," Xander quickly said. "I've seen how you drive," he told Cordelia in an aside.

"Not my fault, Amy's mother cursed me remember. I couldn't see a thing."

"I was talking about last week," Xander shot back.

Narrowing her eyes, Cordelia countered, "Do you even have a license?"

"Yup, got it this summer."

"Fine, I'll let you drive me if you load the luggage," she consented.

"Oh gee, may I?"

**Los Angeles, Giltmore Hotel**

Opening the door with one hand Cordelia barely looked at Xander except to signal him to stay quiet. "No, I'm not kidding," she told the girl at the other end of the line. "I really snagged him and yes, he's handsome," she lied through her teeth as she walked back to her bed. One that she didn't have to share, thank you very much. She'd been half-worried she'd end up in some cliche situation where there was only one room left. Thankfully, this was real life.

So while Xander had been away investigating the scene of the crime, Cordelia was doing her part trying to find out as much as she could about Gwen. Including getting an invite to a party she'd be attending tomorrow. Though it rankled a little that she'd had to use Xander to pry it out of Stacy here. Sure, all they knew about him was that he owned a share of Summers Industries and not the dork she'd known since kindergarten. A dork she would now have to be seen in public with, oh joy.

Saying her goodbyes the brunette turned to an increasingly impatient Xander. "Okay, you may now speak."

"How gracious of you," Xander retorted. Then his expression got glum. "I hope you got something 'cause we got nada. Buffy was surprised at how advanced that bugging device was, but we couldn't find a clue on who made it. I sent it overnight back to Sunnydale and hopefully they'll find something when they tear it apart. So I'm hoping-I can't believe I'm saying this-that you had better luck?"

Giving him a triumphant smile, Cordelia nodded. "I did one better. Not only did I get a last name for Gwen, I also got us an invite to the party she'll be at on Saturday. Which means I'll have to spend most of the day disguising you."

"What do you mean, disguise me? Nobody here knows who I am!"

"No," Cordelia corrected, "they know you're one of the newest dot-com kids that struck it big. What we need to hide is what a loser you are. I'm just glad that nobody back home is going to hear about this."

"I know how to blend in, thank you very much. I brought a monkey suit and everything."

Cordelia scoffed at that. "It's not that kind of a party, but thanks for making my point for me. And it's not just clothes, we need to change everything. Like your hair..."

One hand went to said hair, but Xander froze halfway there. "What the heck is wrong with my hair?"

"Please, like I'm actually going to spend the rest of the night explaining it to you. Now, I've got a lot of work ahead of me and I haven't even had dinner yet. Which you are paying for, by the way."

"I am not taking you out on a date," Xander said.

"I'm glad I didn't have to make that clear. But you're still paying for dinner."

**Goleta**

"Alright, it's time. Let's put it in place and toss the guy out before he wakes up," their leader instructed looking down on the unconscious human on the floor of the van. None of the four vampires in the van felt any temptation to take a sip from the shirtless human. First and foremost, their boss had told them what he expected of them and disappointing him was suicide, plain and simple. And the boy's smell was off somehow.

Motioning for the other two to take a hold of the human, Gary pulled the triangular piece of metal out the bag. It was supposed to be magical and dangerous, so he kept it away from him as much as possible. One side had a multi-armed demon engraved on it, the other side was blank. There was also a small hole at each point for some kind of fastener, but the boss hadn't given anything of the sort.

"Alright, he said to put longest side on the left," Gary thought out loud.

"Uh, our left or your left?"

Giving Bart a hard look, Gary hissed, "his left." And with those words he pressed the metal piece onto the human's bare chest. He could've sworn the figure on the metal gave a silent roar just before a nail appeared in each hole which then drove home into the human's flesh and bone.

The boy screamed as his eyes flew open. "Shit, he's awake," Arthur cursed.

Gary wasn't happy with this either, especially when the human started to vibrate as his skin flushed bright red. "Get him out!" he shouted before throwing the doors open. The night air was still warm from the sun and the streets pretty busy. Arthur and Bart were trying to work the boy out of the van, causing it to rock which drew quite a bit of attention.

They weren't having a lot of luck either. "This is taking too long!" Gary snarled. Wanting to get this over with, he tried to grab a hold of the boy's legs, but missed. The boy didn't. It felt like he'd got kicked by horse, the unneeded air exploding from his lungs as he was launched out of the van.

**Sunnydale**

"Ma'am, there is a disturbance in Goleta," Jarvis announced. "Multiple 911 calls about a large, red humanoid tearing apart a van with his bare hands on Shirrell Way."

"What?" Buffy shouted as she came to a full stop over Sunnydale. Besides her, Faith took a little longer to arrest her momentum in the Mark 1. They were in the middle of a flying lesson when Jarvis' unexpected report had come in. It took her a moment to even place the name, because Buffy honestly couldn't recall anywhere in Sunnydale with that name. And that was because it wasn't in Sunnydale, as her HUD now showed, which made it even stranger. "Wills, could you check your sensor?"

It wasn't because she hadn't thought it possible that something supernatural would happen outside of Sunnydale, exactly, otherwise she wouldn't have instructed Jarvis to expand the range of his surveillance. But she hadn't expected it to happen in a public space. "Don't need to, whatever is happening is powerful enough to have already tripped Gargamel. Should I steer the Seraph there for confirmation?"

"No, I didn't build it with speed in mind. The drone would take ages to get there, best if I just go. Faith, you stay here and-"

"No way I'm letting you have all the fun, B!" the brunette objected.

"This isn't about fun, this is about playing it smart. We don't know what's going on, and the Mark 1 wasn't designed for combat. And just because things are going nuts in Gollygotta doesn't mean the vamps here are going to take the night off." They didn't have time for this, but she didn't want Faith following her and leaving Sunnydale unprotected.

After a moment, the silver figure hovering a few yards away nodded. "Alright, I'll hold the fort down."

"Great! Willow, get a hold of Giles. Tell him what's going on, I need him online by the time I get there." Giving a little more gas Buffy ascended higher. Best to have some distance between her and any windows before she went supersonic.

**Goleta**

Slowing down Buffy descended below the sparse cloud cover to get her first look at what was happening. Below her, there were no obvious signs that a demon was rampaging through the streets. No roars or sounds of crunching metal could reach her, and there was no pillar of smoke to guide her in. What drew her attention was the flashing lights of a police car.

Her helmet interface noticed her focus and brought up a window with a magnified image. Up close, it was clear the police car was being held up and shaken by something obscured by the car's body. Then the patrol car was slammed into the road and Buffy could see what was causing all the commotion. As could Giles and Willow back in Sunnydale, though only Willow could communicate with her. Giles would have to relay his info through her friend back at SI. "Buffy, you might want to get this over fast. According to Jarvis, there's a news chopper on the way and SWAT's been called in."

"Got it," Buffy responded as she took a moment to study the thing. The demon was a livid red color with prominent veins crisscrossing his skin. Every muscle looked to be on the verge of exploding, and his mouth seemed to be stuck in a permanent snarl. The thermal profile gave a new definition to hot-blooded. 'A hundred and eighty degrees?' Before her eyes, the demon reached down and tore off the front bumper to club the police lights. Apparently they were bothering him for some reason.

The car doors flew open and two officers half leapt, half staggered from the car. One rolled and just ran while the other went to one knee and drew his pistol. The demon noticed that and kicked the car out of the way to get a clear path to the brave officer. "Not gonna happen," Buffy muttered as she angled her body down.

Opening up the throttle, the Slayer rocketed down to Earth aiming for a point between the demon and the police officer. The ground was getting awfully close. 'Got to time this right. Almost, alm- Now!' Twisting herself around to slow her descent just enough to make her landing safe, Buffy landed in a crouch on the asphalt. The road cracked under her feet as the shock traveled through her body. 'Okay, should have started stopping a liiiiittle bit sooner.'

It looked impressive though, and she had startled both of them. The red-skinned demon stopped with the bumper raised over his head and the police officer accidentally fired his gun, the bullet ricocheting off her helmet before hitting the demon. It didn't bounce off of his skin and the demon roared as a spurt of its hot blood hit Buffy's faceplate. It cut off quickly as the demon's muscles swelled, closing off the wound even before the skin grew back. He started to move again, but Buffy was ready. Coming up from her crouch she aimed both her palm-repulsors at his chest and let loose.

It was only then that the metal plate bolted to the creature's chest registered, one of the beams hitting it but didn't seem to do any damage. In fact, the overall effect was less than impressive as the demon was only forced to take a single step backwards as it dropped the bumper. At least it had gotten his attention away from the officer and onto Buffy. The demon lunged forward, launching a wild haymaker with his left.

This was where the Mark II was such an improvement over the prototype, its flexibility. Jumping up the armored Slayer vaulted over the arm to let it pass harmlessly underneath her. 'Guess I'll just have to kick his ass the old-fashioned way," Buffy thought as she supported her jump with one hand on the demon's arm, further unbalancing him. That, however, backfired as the monster spun around and his flailing arm connected with the blonde while she was still off the ground.

It was graceless and didn't have the demon's full power behind it, but it was still enough to send Buffy flying for a solid ten yards before she bounced off the asphalt. It had happened too fast for her, she hadn't had time to brace for the impact or to soften it. Instead, all she could do was make the best of the aftermath as Buffy twisted to face the demon and stuck out her arms. Firing her stabilizers at full power to arrest her momentum, the Slayer landed on her feet and came to a dead stop.

There was no time to inspect the damage because the red-skinned monster was already charging for her, growling as his legs pumped under him. This time she aimed her repulsors for his face and used a wider beam. He cried out at the hit, blinded by the dispersed repulsor energy striking his eyes. But it didn't stop him and Buffy honestly hadn't counted on it. With an assist of her boot-repulsors she simply jumped over her giant opponent while he finished his charge straight into a wall.

"You," she addressed the remaining police officer who looked to be in his thirties. "Back off, all you can do is make him madder." The voice the patrolman heard didn't sound anything like Buffy's, or any woman for that matter. She was determined to maintain an actual secret identity this time so for occasions like these she used a synthesized voice. Looking back at where the demon was pulling himself out of what remained of the wall, the blonde couldn't help but shake her head. "Yikes, I'm getting Hulk-flashbacks," she said to herself.

"Actually, that might not be such a bad analogy, Buffy," Willow piped up just as the demon lunged at her.

"Not really the time to play twenty questions, Wills," Buffy shot back as she evaded the swipe before returning the favor with a one-two punch. The demon obviously felt them, but was only stunned for a second before he attacked again. This time, Buffy didn't evade in time and got knocked clear over the patrol car.

"Sorry, Giles is still explaining and I'm trying to, like... Okay, here's the deal. That metal triangle on his chest is a Crest of Anankh and the source of the problem. It's supposed to enhance a demon's strength slightly."

"It doesn't feel slightly to me," the Slayer pointed out snapping off a few repulsor-blasts that kept the demon at a safe distance.

"That's because you're not fighting a demon, you're fighting a human."

"A HUMAN? Willow, I told you-"

"And I was getting to it," the redhead interrupted her in turn. "Giles says it enhances a human a lot, but it also makes them go berserk."

"It can't be human, he's practically boiling and I can tell his blood pressure's through the roof from here so... He's dying," Buffy whispered as she looked at the... berserker busy roaring at the sky. His muscles actually swelled as she looked, they had to be close to bursting like popped balloons. Then its blood-filled eyes locked on her again.

It picked up a car and heaved it above his head. Buffy wasn't going to wait to find out if he meant to throw it or simply use it to swat her like a bug. Bringing up her right arm, panels on her forearm slid away uncovering her sonic scrambler. Upping it to maximum volume and aiming straight for his head, the Slayer let loose. She could swear she actually saw the soundwaves enveloping the berserker's head.

It stopped the berserker. He roared again, but this time in pain, and let the car drop in favor of covering his head in a futile attempt to stop the noise. What it wasn't doing though, was knocking him unconscious like it should. 'Could be all that muscle mass, or maybe that Ana rock-thing altered his brain. No way to tell. Come on, go down, go down.' She tried to will him down, but her target kept standing. He did start to crouch, shaking his head as if to get rid of some annoying, buzzing insect.

"Buffy," Willow called again. "I just did some checking, and I think I know who it is. It's Pete!"

"Pete?"

"Yes! You know, Oz's friend. He disappeared a few days ago, the police are looking for him 'cause they think he killed Jeff and Debbie."

"Oh, him." Suspicions started to crawl around the blond's mind. Before she could pursue them, however, a screech of tortured metal called her attention back to the present. The berserker, Pete, had ripped off the hood from the car and was now holding it in front of him as as shield. It seemed to be working too.

Biting off a curse, the blonde switched arms and weapons. Electricity arced between her and the metal hood then flowing into Pete's arms. In theory, it shouldn't matter how mad Pete was or how strong he'd gotten, his body still worked according to certain principles. It should, anyway. 'And it looks like it still does,' Buffy concluded when the hood slipped from nerveless fingers and clanged to the ground followed swiftly by Pete's hulking form.

Keeping the blaster trained on Pete, Buffy hurried over to him. Given how much strain his body must be under she didn't want to zap him any more than necessary, but the plate had to come off and that wasn't going to happen while Pete could put up a fight. "Willow, Giles better have found a way for that Anasazi thing to come off!"

"He's been trying to find a way, but most people don't live long enough to try and it comes off on its own when the wearer dies."

The Slayer sighed. "Guess I'll just have t-" She choked off that sentence when Pete suddenly moved just as Buffy entered within arm's reach of him. His hand grabbed the exposed parts of the blaster right before she could fire and his grip only tightened when the electricity caused his muscles to seize up. She could feel the weapon crack, but was still surprised when Pete managed to yank it off of her armor.

Her suit automatically cut off power to what remained of the electric blaster and closed the panels on her forearm. It was not a moment too soon because Pete got a hold of her arm again, but Buffy wasn't going to wait around and let him manhandle her. Her armored hand chopped at his wrist breaking his hold and the following backhanded strike rocked his head to the right.

Unfortunately, when he repeated the move with her leg it was a little harder to block him. Pete dragged her off her feet as he got up, he swung her around and her head collided with the car Pete had dropped. The car came off the worse from that encounter, but Pete wasn't finished yet. He spun in place as he swung her around and around like he was in an athletic event.

Buffy wanted to do something, but was worried he'd let go and send her flying into a building. Also, she was getting kinda dizzy. The matter became moot a heartbeat later when Pete simply let go launching her into the air. It became clear right away that Pete had a poor aim, since she wasn't making any holes in unsuspecting walls. It was a simple matter to flip around and open up her repulsors to take control of her flight.

Looking back, the blonde found the reason for Pete's bad throw. He was stumbling about, his head turned this way and that in an apparent effort to find her. "I'm getting my ass kicked by that?" Buffy marveled shaking her head.

From somewhere a small dog ran across the street, its owner must have lost her in the chaos. She'd almost passed Pete when the black and brown canine came to a sudden stop and turned to look at the berserker. From up above, Buffy saw the dog's ears go flat and her teeth bared.

A helpful screen on her HUD informed her that this particular breed was called a Manchester Terrier and provided her with some useless statistics. The Slayer ignored it in favor for the scene below, where the dog had started to bark ferociously ignoring the significant size difference.

At first, Pete looked puzzled but the expression quickly turned back into anger and he kicked the annoyance. It would have connected if the dog hadn't decided to bark at Pete from a different angle, she sprinted away just in time. "Oh no you don't, pick on someone your own size!" Buffy muttered.

She flew back at full throttle while keeping a careful eye on Pete's back who was still occupied with trying to squash the dog. Her repulsors ate up the distance, but this time Buffy didn't slow down in the final few yards before plowing into her opponent. Her arm wrapped around his throat as Pete collapsed to his knees from the impact, only just catching himself from eating asphalt.

The Slayer squeezed, hard, closing his windpipe but trying just as hard not to crush it. Buffy didn't want to kill Pete, just knock him out. Pete wasn't liking it one bit. With a single heave he was back up on his feet snarling like an animal, his hands already reaching for her arm in an attempt to get some relief. "Give it up Pete, I'm not going anywhere." Pete didn't listen, though, and the blonde let out a grunt of surprise when her arm actually started to ease off.

She actually had to red-line her suit's actuators to counter-act Pete's strength. When prying the arm away didn't work, Pete got desperate. Shaking this way and that, he tried to get a hold of Buffy so he could yank her off. She only just managed to clamp her legs around Pete's waist to foil that move when Pete took a different tack.

He leapt backward squashing Buffy between himself and a convenient wall. The blonde didn't feel it, but she could hear the bricks crack and crumble underneath her as Pete used the wall like a scratch pole. "There goes my paintjob," Buffy muttered still holding on. While she hadn't felt the wall, she noticed when Pete tried again using a metal lamppost.

But that was also the last thing Pete tried as his snarls and growls had gained a breathless quality by now. He sank to his knees trying to weakly pull her arm away with one hand while the other kept him from toppling over. It was all but over now and pretty soon Buffy was finally standing on her own two feet over the limp form of Pete.

Only a few yards away, the dog was looking at them proudly with its tongue hanging out like it was she who'd defeated the monster. This close, her suit could read the microchip her owner had tagged her with. 'Polly? Who names their dog after a parrot?' Shaking her head in bemusement, she activated her external speakers for a moment. "Alright, you helped. Now run along, Miss Vinelli must be sick with worry about you."

Ignoring the dog, the blonde's attention returned to Pete. "Now I just have to find a way to pry..." Buffy's voice dropped off when she noticed Pete was shrinking. Muscles deflated like someone was letting the air out of them, veins were simply disappearing as his skin lost that fiery red color. But that skin wasn't fully returning to normal, because it went from being smooth to the consistency of a dried prune.

Turning him over, Buffy gasped barely noticing the copper plate still lying on the ground, Pete looked like he was past retirement-age. His chest, the ribs clearly visible, barely moved as he breathed. He needed a hospital right away. She couldn't carry him there, not in the state Pete was in. Looking around, Buffy tried to find a phone. If she called 911 with the armor, they'd trace it right back to the company but the blonde really couldn't see an alternative. 'Note to self: install an untraceable phone pronto!'

The police officer from earlier took just that moment to edge around the corner of a nearby alley, his gun out but pointed down. Seeing her standing over a shirtless man and with no big, red monster in sight he started to come towards Buffy. "Officer Leffer," Buffy began reading the name off of the helpful window that had popped up as he entered her field of view, "just the man I was looking for." He, of course, was startled at her knowing his name, but Buffy ignored it. "I need you to call an ambulance. Mister Clarner isn't doing so well."

"How did you...?" Leffer started to ask as his eyes went to the body lying on the street. "Was he that thing?"

"Yes, he was. Just file it away as a drug-overdose or way too much gamma rays and call an ambulance."

Shaking his head, Officer Leffer's hand finally went to his radio. Not paying too much attention to what he said, Buffy crouched and picked up the crest responsible for this whole mess. 'Best not to leave this lying around,' the inventor thought standing back up.

"That was on the guy," Leffer remarked having finished his call to dispatch. "Leave it there, it's evidence."

Meeting his gaze, Buffy corrected him. "It's dangerous. Now, I really need to go 'cause I don't want to appear on the eleven o'clock news." Not giving him a chance to respond, the Slayer launched herself into the sky as the sound of helicopters grew.

VVV

Swaj and the camera-man he'd hired tracked the armored figure flying away, the clamshell in his hands showing what the camera was filming. His two guards did the same, the dice they'd been playing with earlier laid abandoned on the roof of the building they were all perched on.

The only one who wasn't paying attention to the flying Slayer was the shaman Swaj had hired for this little outing. His eyes were focused on a small collection of bones tied together with a snake's skin, muttering unintelligible words that kept the group hidden.

All too soon, the Slayer shrank into an insignificant dot and Swaj finally closed the clamshell. He stood there, looking at the device in his hands and pondered. Binoculars would have been easier and less expensive than hiring this setup. Unfortunately, the shape of his head made it nearly impossible to use them.

'But its all money well spent,' Swaj concluded as the fight he'd just seen played back in his mind. 'The Guild is definitely going to be interested in this, they'll lower my dues for this year enough to recover my expenses. Hell, they might even exempt me. If we can make a profit out of this information.'

And that was the stickler, wasn't it? They weren't in conflict with the Watchers, but several of their clients were. Those would pay for the intelligence, but that was peanuts. A one off deal that wouldn't net the Iron Mongers much. The real money would be in getting their hands on that suit, or the blueprints for it.

'It would be nice if we could produce them ourselves,' Swaj thought wistfully. But he held no illusions. He might specialize in magical commodities, but even he could tell that the armor was fiendishly complex. That also ruled out their demon clients, since most of them weren't even using gunpowder. Their human customers, though, they'd appreciate the product. They'd get the value of what such a suit offered. And pay accordingly or risk seeing a rival get their hands on it.

'But first, there's the small matter of getting our hands on it.' Not that Swaj was overly worried about that. Armed with the video, he'd get others enthusiastic enough to take on that risk.

_I am doing a rare dedication, this one to our family's dog who passed away last year after twelve years of faithful companionship. Something I wasn't always as appreciative of as I should have been._

**TO BE CONTINUED**


End file.
